Common use of Assumption Clause in Contracts

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, and the other Transaction Documents in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Major Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to an instrument representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking and security Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the Noteholders of Common Stock in the Major Transaction), and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note and the other Transaction Documents Warrant referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption.”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be Successor Entity and, if an entity other than the Company) formed by, resulting from Successor Entity is the entity whose capital stock or surviving any Fundamental Transaction or assets the Person with which holders of the Common Stock are entitled to receive as a result of such Fundamental Transaction shall have been entered into Transaction, such other entity (the “Successor Other Entity”) ), assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental TransactionTransaction (which approval shall not be unreasonably withheld), including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity or Other Entity, as applicable, evidenced by a written instrument substantially similar in form and substance to the NoteNotes and with appropriate provisions such that the rights and interests of the Holder and the economic value of this Note are in no way diminished by such Fundamental Transaction, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the Note, Notes and reasonably satisfactory to the Holder Required Holders, and (ii) the Successor Entity or the Other Entity, as applicable (including its parent entity) Parent Entity), is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity or the Other Entity, as applicable, shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity or the Other Entity, as applicable), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity or such Other Entity, as applicable, had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity or the Other Entity, as applicable, shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company's Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their its equivalent) of the Successor Entity (including its parent entity) which or the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Other Entity, as applicable, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, market listed in the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global definition of Trading Market or The New York Stock Exchange, Inc. in the Purchase Agreement. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (iA) the Person (which may be the Company) formed by, successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement (but only if there will be an outstanding balance under the Facility Agreement immediately following the closing of the Major Transaction) and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionMajor Transaction (not to be unreasonably withheld or delayed), including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and reasonably satisfactory to the Holder and (iiB) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Public Successor Entity. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this Note.Warrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (i1) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, and the other Transaction Documents in accordance with the provisions of this Section 3.4(a(2) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Major Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to an instrument representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking and security Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the Noteholders of Common Stock in the Major Transaction), and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note and the other Transaction Documents Warrant referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption.”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing (with the purchase of at least a majority of the outstanding shares of the Company’s Common Stock automatically constituting an assumption in writing) all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a4(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding stated value and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Principal Market or The New York Stock Exchange, Inc. an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery Certificate of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDesignations. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Debenture and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder of this Debenture in exchange for the Note this Debenture a security of the Successor Entity (if other than the Company) evidenced by a written instrument substantially similar in form and substance to the Notethis Debenture, including, without limitation, having Principal a principal amount and Interest interest rates equal to the Principal principal amount then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note this Debenture, respectively, held by the Holder, having similar conversion rights terms as the Note this Debenture and having similar ranking and security to the Notethis Debenture, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares equity is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity (if other than the Company) shall succeed to, and be substituted for for, the Company (so that from and after the date of such Fundamental Transaction, the provisions of this Note Debenture and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note Debenture and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note Debenture at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Common Shares or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 13, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note this Debenture prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) equity of the Successor Entity (including including, if applicable, its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note Debenture been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteDebenture), as adjusted in accordance with the provisions of this NoteDebenture. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this NoteDebenture. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteDebenture.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) 6 pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionRequired Holders, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding stated value and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note Holders and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note Certificate of Designations and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company hereinherein and therein. Upon In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the each Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this NoteCertificate of Designations), as adjusted in accordance with the provisions of this NoteCertificate of Designations. Notwithstanding the foregoing, the such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) 6 to permit the Fundamental Transaction without the assumption of this Notethe Preferred Shares. The provisions of this Section 3.4(a) 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder of this Note in exchange for the this Note a security of the Successor Entity (if other than the Company) evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amount then outstanding and any accrued and unpaid Interest thereon (if any) the interest rate of the Note this Note, respectively, held by the Holder, having similar conversion rights as the this Note and having similar ranking and security to the this Note, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity (if other than the Company) shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the this Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including including, if applicable, its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction (other than the Reverse Merger) unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents (as defined in the Securities Purchase Agreement) in accordance with the provisions of this Section 3.4(a) 7 pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction with a Fundamental TransactionSuccessor Entity whose stock is publicly traded, the such Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Preferred Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Notethe Preferred Shares, including without limitation, the Maximum Percentage), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding Certificate of Designations, which the foregoingHolder would have been entitled to receive had such Holder converted the Preferred Shares in full (without regard to any limitations on conversion, including without limitation, the Maximum Percentage) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder's right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder may electand its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at its sole option, by delivery of written notice which time or times such Holder shall be delivered such shares to the Company extent as if there had been no such limitation). Provision made pursuant to waive this Section 3.4(a) the preceding sentence shall be in a form and substance reasonably satisfactory to permit the Required Holders. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for shares of Common Stock (a "Corporate Event"), the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that, and it shall be a required condition to the occurrence or consummation of such Corporate Event that, if so elected by a Holder on or prior to the occurrence or consummation of such Corporate Event, such Holder will have the right to receive upon surrender of such Holder's Preferred Shares upon the occurrence or consummation of the Corporate Event, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) such Holder is entitled to receive upon the conversion of such Holder's Preferred Shares prior to such Corporate Event (but not in lieu of such items still issuable under Sections 7(b) and 14, which shall continue to be receivable on the Common Stock or on such shares of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had such Holder's Preferred Shares been converted immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations on conversion, including without limitation, the assumption Maximum Percentage) (provided, however, to the extent that a Holder's right to receive any such shares of this Notepublicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be delivered such shares to the extent as if there had been no such limitation). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NotePreferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (such approval not to be unreasonably withheld or delayed) prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) either (A) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global an Eligible Market or The New York (B) such Fundamental Transaction is a Change of Control in which at least 90% of the outstanding shares of Common Stock Exchangeof the Company (other than shares held by the Successor Entity, Inc. its affiliates, and dissenting shareholders) are converted into the right to receive cash (a “Cash Acquisition”). Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note, or, if such Fundamental Transaction is a Cash Acquisition, the cash into which the shares of Common Stock issuable upon the conversion of the Notes were entitled to receive as a result of such Fundamental Transaction. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Major Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this Note.Warrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction (not including one defined in subsection (i)(E) above, to which this subsection (ii) shall be inapplicable) unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a5(c)(ii) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Major Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and satisfactory to the Holder and (ii) the any Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”. Notwithstanding anything in this Section 5(c)(ii) to the contrary, (i) the Holder shall not have any rights under this Section 5(c)(ii) with respect to any Major Transaction that is structured as a transaction in connection with which the Company or its stockholders receive all cash and (ii) in the case of any Major Transaction that provides for the payment of both cash and securities to the Company and its stockholders, the Holder shall only have rights under this Section 5(c)(ii) with respect to the percentage of Warrants then owned by the Holder equal to the percentage of the consideration represented by the non-cash portion of the consideration.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i) above unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from such Major Transaction, or surviving any Fundamental Transaction or if the Person with which such Fundamental Transaction shall have been entered into Warrant is to be exercisable for shares of its Parent Entity (the as defined above), its Parent Entity (in each case, a “Successor Entity”) assumes ), shall have assumed in writing all of the obligations of the Company under this Note Warrant and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(asubsection (ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionMajor Transaction (not to be unreasonably withheld or delayed), including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to an instrument representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking and security Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the Noteholders of Common Stock in the Major Transaction), and satisfactory to similar registration rights as provided herein and under the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Registration Rights Agreement. Upon the occurrence of any Fundamental TransactionMajor Transaction treated as an Assumption hereunder, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement (or substantially similar instruments, if applicable) referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityor such shares of publicly traded common stock (or their equivalent) which if the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteSuccessor Entity is a Publicly Traded Successor Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”.

Assumption. The Without limiting any rights of the Holder pursuant to paragraph (b) below, the Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to a written agreements in form and substance satisfactory to the Holder and approved by the Holder agreement prior to such Fundamental Transaction, including agreements an undertaking to deliver to the Holder in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rate of the this Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements agreements, if so requested by the Holder, to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal and Interest a principal amount equal to the Principal principal amounts of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and reasonably satisfactory to the Holder and (ii) except with respect to a Change of Control in which the Company (or the Successor Entity, as applicable) complies with Section 5(b) in all respects, the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common capital stock is quoted on or listed for trading on an Eligible Market (a “Public Company”). Any security issuable or potentially issuable to the Holder pursuant to the terms of this Note on the consummation of a Fundamental Transaction shall be registered and freely tradable by the Holder without any eligible market, including The Nasdaq Capital Market, restriction or limitation or the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. requirement to be subject to any holding period pursuant to any applicable law. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon If the Successor Entity (or its Parent Entity) is a Public Company and the Company (or the Successor Entity), as applicable, complies with Section 5(b) below in all respects, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Section 6 which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that, and any applicable Successor Entity or Successor Entities shall ensure that the Holder will thereafter have the right to receive upon conversion of this Note at any time after the occurrence or consummation of the Corporate Event, shares of Common Stock or Successor capital stock or, if so elected by the Holder, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion of this Note prior to such Corporate Event (but not in lieu of such items still issuable under Sections 6(a) and 6(b), which shall continue to be receivable on the Common Stock or on such shares of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had this Note been converted immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations on conversion of this Note) (the “Change of Control Consideration”). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteTransactions.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a4(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteCertificate of Designations, including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) stated value of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company's Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note the Preferred Shares been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery Certificate of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDesignations. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction Change unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transactionagreements, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar ranking to the Notes, providing for the applicable conversion rights as herein (except that the Successor Entity shall have the right to deliver to the holder upon conversion subsequent to the Effective Date, in lieu of the Common Shares issuable upon the conversion of the Notes prior to such Effective Date, such shares, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the holder would have been entitled to receive upon the Effective Date had this Note been converted immediately prior to such Effective Date, based on the Conversion Rate in effect at the time of the conversion following the Effective Date) and having similar ranking and security a conversion price equal to the Noteconversion price of the Notes held by such holder, and satisfactory as such price may be adjusted to reflect the Holder consideration paid in such Fundamental Change (the "SUCCESSOR NOTE") and (ii) prior to the Successor Entity (including its parent entity) is consummation of a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital MarketQualified IPO, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. perfection and priority of the Liens constituted by the Security Documents are not impaired. Upon the occurrence of any Fundamental TransactionChange, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental TransactionEffective Date, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” "COMPANY" shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, until such time as the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Noteis delivered. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions Changes and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (iA) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement (but only if there will be an outstanding balance under the Facility Agreement immediately following the closing of the Major Transaction), the SPA, the Collaboration Agreement and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Warrant Holders and approved by the Holder Required Warrant Holders prior to such Fundamental TransactionMajor Transaction (such approval not to be unreasonably withheld, conditioned or delayed), including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and reasonably satisfactory to the Holder Required Warrant Holders and (iiB) the any Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Publicly Traded Successor Entity. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption.”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes, respectively, held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 12, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements agreements, if so requested by the Holder, to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal amount and the Default Rate of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) Required Holders. Upon the occurrence or consummation of any Fundamental Transaction in which the Company is not the Successor Entity (including its parent entity) is or in which the Common Stock ceases to be registered under the 1934 Act), and it shall be a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon required condition to the occurrence or consummation of any Fundamental TransactionTransaction that, the Company and the Successor Entity or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly and severally succeed to, and be substituted for added to the term “Company” under this Note (so that from and after the date of such Fundamental Transaction, the provisions each and every provision of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to each of the Company and the Successor EntityEntity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor Entities, jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of the obligations of the Company prior thereto under this Note and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. Upon consummation in this Note, and, solely at the request of a Fundamental Transactionthe Holder, if the Successor Entity and/or Successor Entities is a publicly traded corporation whose common capital stock is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and without limiting any right under this Note) to the Holder confirmation that there shall be issued in exchange for this Note a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance to this Note and convertible for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities (the “Successor Capital Stock”) equivalent (as set forth below) to the shares of Common Stock acquirable and receivable upon conversion or redemption of this Note at (without regard to any time after limitations on the consummation conversion of this Note) prior to such Fundamental Transaction (such corresponding number of shares of Successor Capital Stock to be delivered to the Holder shall be equal to the greater of (I) the quotient of (A) the aggregate dollar value of all consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”), in such Fundamental Transaction, as such values are set forth in lieu any definitive agreement for the Fundamental Transaction that has been executed at the time of the Ordinary Shares issuable upon the conversion or redemption first public announcement of the Note prior to Fundamental Transaction or, if no such Fundamental Transactionvalue is determinable from such definitive agreement, such shares of as determined in accordance with Section 26 with the publicly traded Ordinary Shares (or their equivalentterm “Non-Cash Consideration” being substituted for the term “Conversion Price”) of the Successor Entity (including its parent entity) which that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the conversion of this Note) (the “Aggregate Consideration”) divided by (B) the per share Closing Sale Price of such corresponding Successor Capital Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction and (II) the product of (A) the Aggregate Consideration and (B) the highest exchange ratio pursuant to which any stockholder of the Company may exchange Common Stock for Successor Capital Stock) (provided, however, to the extent that the Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the Holder until such time or times, as its right thereto would not result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be delivered such shares to the extent as if there had been no such limitation), and such security shall be satisfactory to the Holder, and with an identical conversion price to the Conversion Price hereunder (such adjustments to the number of shares of capital stock and such conversion price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value of this Note that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall be issued upon conversion of this Note at any time after the occurrence or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, shares of Common Stock, Successor Capital Stock or, in lieu of the shares of Common Stock or Successor Capital Stock (or other securities, cash, assets or other property purchasable upon the conversion of this Note prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteTransactions.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction transaction resulting in a Change of Control unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory on or prior to the Holder and approved by the Holder prior to consummation of such Fundamental TransactionChange of Control, including agreements the agreement to deliver to the Holder of this Note in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon the interest rates of this Note (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the “Successor Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. ”). Upon the occurrence of any Fundamental TransactionChange of Control, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental TransactionChange of Control, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein, until such time as the Successor Note is delivered. Upon consummation of a Fundamental TransactionReclassification or Change of Control as a result of which holders of Common Stock shall be entitled to receive stock, securities, cash, assets or any other property with respect to or in exchange for such Common Stock, the Company or Successor Entity Entity, as the case may be, shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental TransactionReclassification or Change of Control, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the this Note prior to such Fundamental TransactionReclassification or Change of Control, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction Reclassification or Change of Control had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion Reclassification or Change of this Note)Control, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions Change of Control transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be If, at any time while this Note is outstanding, the Company) formed by, resulting from directly or surviving indirectly, in one or more related transactions effects any Fundamental Transaction or a Fundamental Transaction occurs or is consummated, then, upon any subsequent conversion of this Note, the Person with which Holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 3(d) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Conversion Price shall have been entered into be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) assumes to assume in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental TransactionTransaction and shall, including agreements to at the option of the Holder, deliver to the Holder in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) this Note which is convertible for a corresponding number of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the shares of capital stock of such Successor Entity (including or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, reasonably satisfactory in form and substance to the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for added to the term “Company” under this Note (so that from and after the date occurrence or consummation of such Fundamental Transaction, the provisions each and every provision of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to each of the Company and the Successor EntityEntity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Note and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement (and any notes issued thereunder) and provides registration rights comparable to those provided to the other Transaction Documents initial Holder under the Investor Rights Agreement, in accordance with the provisions of this Section 3.4(a(ii) (an “Assumption”) pursuant to written agreements and instruments (“Assumption Agreements”) necessary to effect such Assumption in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental TransactionMajor Transaction (such consents and approvals not to be unreasonably withheld or delayed), including agreements the delivery to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants (the “Successor Warrant”), including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity having the exercise rights contained herein (including its parent entity) which but not limited to the Holder would have been entitled to receive upon the happening prevailing aggregate Exercise Price at such time and underlying number and type of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations securities, based on the price per share or conversion ratio to be received by the holders of this Note)Shares in the Major Transaction) and containing the other rights set forth herein, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoingeach case, the Holder may elect, at its sole option, by delivery of written notice reasonably satisfactory to the Required Holders; provided, however, that the Facility Agreement and any notes issued thereunder shall not be required as Assumption Agreements in the event the Company to waive this Section 3.4(ahas prepaid all outstanding indebtedness (and all accrued interest) to permit owed under the Fundamental Transaction without the assumption of this NoteFacility Agreement. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant including any applicable ownership limitations. The Company shall not effect a Major Transaction that is being treated as an Assumption unless the Successor Warrant and other Assumption Agreements are issued and delivered to the Holder in accordance with the provisions hereof concurrently with the consummation of such Major Transaction and such issuance and delivery shall be an express written condition precedent to consummation of such Major Transaction.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing (with the purchase of at least a majority of the outstanding shares of the Company's Common Stock automatically constituting an assumption in writing) all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents Investors Rights Agreement in accordance with the provisions of this Section 3.4(a4(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding stated value and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Principal Market or The New York Stock Exchange, Inc. an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery Certificate of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDesignations. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be If, at any time while this Note is outstanding, the Company) formed by, resulting from directly or surviving indirectly, in one or more related transactions effects any Fundamental Transaction or a Fundamental Transaction occurs or is consummated, then, upon any subsequent conversion of this Note, the Person with which Holder shall have the right to receive, for each share of Common Stock that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 3(d) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the "Alternate Consideration") receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3(d) on the conversion of this Note). For purposes of any such conversion, the determination of the Conversion Price shall have been entered into be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “"Successor Entity”") assumes to assume in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental TransactionTransaction and shall, including agreements to at the option of the Holder, deliver to the Holder in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) this Note which is convertible for a corresponding number of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the shares of capital stock of such Successor Entity (including or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, reasonably satisfactory in form and substance to the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for added to the term "Company" under this Note (so that from and after the date occurrence or consummation of such Fundamental Transaction, the provisions each and every provision of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to each of the Company and the Successor EntityEntity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Note and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents (as defined in the Securities Purchase Agreement) in accordance with the provisions of this Section 3.4(a) 7 pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental TransactionTransaction (such approval not to be unreasonably withheld or delayed), including agreements to deliver to the each Holder of Series B Preferred Shares in exchange for the Note such Series B Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Series B Preferred Shares held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NoteSeries B Preferred Shares, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction with a Fundamental TransactionSuccessor Entity whose stock is publicly traded, the such Successor Entity shall deliver to the such Holder confirmation that there shall be issued upon conversion or redemption of this Note the Series B Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Series B Preferred Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Notethe Series B Preferred Shares), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this NoteCertificate of Designations, which such Holder would have been entitled to receive had such Holder converted the Series B Preferred Shares in full (without regard to any limitations on conversion) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, at which time or times such Holder shall be delivered such shares to the extent as if there had been no such limitation). Notwithstanding Provision made pursuant to the foregoingpreceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that, and it shall be a required condition to the occurrence or consummation of such Corporate Event that, if so elected by a Holder may electon or prior to the occurrence or consummation of such Corporate Event, such Holder will have the right to receive upon surrender of such Holder’s Preferred Shares upon the occurrence or consummation of the Corporate Event, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) such Holder is entitled to receive upon the conversion of such Holder’s Preferred Shares prior to such Corporate Event (but not in lieu of such items still issuable under Sections 1(b) and 7(b), which shall continue to be receivable on the Common Stock or on such shares of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had such Holder’s Preferred Shares been converted immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations on conversion) (provided, however, to the extent that a Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at its sole option, by delivery of written notice which time or times such Holder shall be delivered such shares to the Company extent as if there had been no such limitation). Provision made pursuant to waive this Section 3.4(a) the preceding sentence shall be in a form and substance reasonably satisfactory to permit the Fundamental Transaction without the assumption of this NoteRequired Holders. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteSeries B Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations in accordance with the provisions of this Section 3.4(a6(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionRequired Holders, including agreements to deliver to the each Holder in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding Stated Value and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note Default Dividend Rate and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company hereinherein and therein. Upon In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the each Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7(b) and 18, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this NoteCertificate of Designations), as adjusted in accordance with the provisions of this NoteCertificate of Designations. Notwithstanding the foregoing, the any Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a6(a) to permit the Fundamental Transaction without the assumption of this Notethe Preferred Shares. The provisions of this Section 3.4(a) 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) 5.1 pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder Holder, in its sole discretion, prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note held by the Holderthis Note, having similar conversion rights as the this Note and having similar ranking and security to the this Note, and being satisfactory to the Holder and in its sole discretion, (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, and (iii) the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Company has received the prior written consent to such Fundamental Transaction from Holder. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property (except such items still issuable under Section 6, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the this Note prior to such Fundamental Transaction), such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders (the “Successor Note”) and (ii) from and after an Effective Registration, the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock or equivalent equity security is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein, until such time as the Successor Note is delivered. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of Class A Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder Holder, in its sole discretion, prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note held by the Holderthis Note, having similar conversion rights as the this Note and having similar ranking and security to the this Note, and being satisfactory to the Holder and in its sole discretion, (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, and (iii) the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Company has received the Holder’s prior written consent to enter into such Fundamental Transaction. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property (except such items still issuable under Section , which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the this Note prior to such Fundamental Transaction), such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Neither the Company nor Vasogen shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company and Vasogen, as applicable, under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid the Interest thereon (if any) Rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes (specifying, without limitation, that such security is convertible into common shares of the Successor Entity) and having similar ranking and security to the NoteNotes, and reasonably satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares is common shares are quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " and "Vasogen", as applicable, shall refer instead to the Successor Entity), and may exercise every right and power of the Company and Vasogen and shall assume all of the obligations of the Company and Vasogen under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company or Vasogen, as the case maybe, herein. Upon consummation of a the Fundamental Transaction, the Successor Entity (if other than the Company) shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Common Shares issuable (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (shares, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding ; provided, however, that in the foregoingevent that, pursuant to the terms of the Fundamental Transaction, the holders of Common Shares may elect the consideration to be received in exchange for the Common Shares in the such Fundamental Transaction, the Holder may shall elect, at its sole optionwithin the same time periods as provided to the holders of Common Shares, the kind or amount of such shares, securities, cash, assets or any other property (including warrants or other purchase or subscription rights) that the Holder will, following the consummation of such transaction, be entitled to receive upon conversion or redemption; provided, further, however, that no such election by the Holder shall be construed to require the conversion or redemption of this Note in connection with such Fundamental Transaction. If the Holder is required to make any election of the kind described in the foregoing sentence, the Company or Vasogen, as applicable, shall deliver to the Holder all documentation, informational materials and election forms relating to such Fundamental Transaction contemporaneously with the delivery of written notice such documentation, materials and forms to the Company to waive this Section 3.4(a) to permit holders of the Fundamental Transaction without the assumption of this NoteCommon Shares. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to consummate a Fundamental Major Transaction following delivery of a 9.98% Notice unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Loan Agreement and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a5(c)(i)(B) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transactionagreements, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of securities of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity Warrants (including its parent entitybut not limited to a similar Exercise Price and similar Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of the Common Stock in the Major Transaction) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, and similar registration rights as provided by the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Registration Rights Agreement. Upon the occurrence of any Fundamental TransactionMajor Transaction following delivery of a 9.98% Notice, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (iA) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement (but only if there will be an outstanding balance under the Facility Agreement immediately following the closing of the Major Transaction), SPA and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Warrant Holders and approved by the Holder Required Warrant Holders prior to such Fundamental TransactionMajor Transaction (such approval not to be unreasonably withheld, conditioned or delayed), including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and reasonably satisfactory to the Holder Required Warrant Holders and (iiB) the any Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Publicly Traded Successor Entity. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this Note.Warrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements agreements, if so requested by the Holder, to deliver to the Holder holder of this Note in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal and Interest a principal amount equal to the Principal principal amounts of this Note then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the this Note, and reasonably satisfactory to the Holder and (ii) except with respect to a Change of Control in which the Company (or the Successor Entity, as applicable) complies with Section 5(b) in all respects, the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common capital stock is quoted on or listed for trading on an Eligible Market (a “Public Company”). Any security issuable or potentially issuable to the Holder pursuant to the terms of this Note on the consummation of a Fundamental Transaction shall be registered and freely tradable by the Holder without any eligible market, including The Nasdaq Capital Market, restriction or limitation or the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. requirement to be subject to any holding period pursuant to any applicable law. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon If the Successor Entity (or its Parent Entity) is a Public Company and the Company (or the Successor Entity), as applicable, complies with Section 5(b) below in all respects, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Section 6 which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the this Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that, and any applicable Successor Entity or Successor Entities shall ensure that the Holder will thereafter have the right to receive upon conversion of this Note at any time after the occurrence or consummation of the Corporate Event, shares of Common Stock or Successor capital stock or, if so elected by the Holder, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion of this Note prior to such Corporate Event (but not in lieu of such items still issuable under Sections 6(a) and 6(b), which shall continue to be receivable on the Common Stock or on such shares of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had this Note been converted immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations on conversion of this Note) (the “Change of Control Consideration”). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteTransactions.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common equity is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 16, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common equity (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company Corporation shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company Corporation under this Note and the other Transaction Documents Certificate of Designations in accordance with the provisions of this Section 3.4(a) 5 pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Series A Preferred Stock in exchange for the Note such Series A Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Series A Preferred Stock held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NoteSeries A Preferred Stock, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” "Corporation" shall refer instead to the Successor Entity), and may exercise every right and power of the Company Corporation and shall assume all of the obligations of the Company Corporation under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company Corporation herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Series A Preferred Stock at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately Series A Preferred Stock prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Notethe Series A Preferred Stock), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding Certificate of Designations, which the foregoingHolder would have been entitled to receive had such Holder converted the Series A Preferred Stock in full (without regard to any limitations on conversion, including without limitation, the Maximum Percentage) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder may electexceeding the Maximum Percentage, then the Holder shall not be entitled to receive such shares to such extent (or to beneficially own any shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage, at its sole option, by delivery of written notice which time such Holder shall be delivered such shares to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Noteextent as if there had been no such limitation). The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Series A Preferred Stock.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction that is to be treated as described in this Section 4, unless any party purchasing the Company’s assets or the Person with which Common Stock, or any successor entity resulting from such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents Warrant in accordance with the provisions of this Section 3.4(a) 4 pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionTransaction (such approval not to be unreasonably withheld, conditioned or delayed), including agreements to deliver to the each Holder in exchange for the Note this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Warrant, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note and having similar ranking and security to the Notethis Warrant, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any Fundamental Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Warrant referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption exercise of this Note Warrant at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note this Warrant prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations.

Assumption. The Company (a) Upon the transfer of the Purchased Assets to Buyer on the Closing Date, Buyer shall not enter into or (except as may otherwise be party specifically agreed to a Fundamental Transaction unless in any other provision of this Agreement) assume and agree to timely and fully pay, perform and discharge those obligations and liabilities of Seller (the Assumed Liabilities): (i) which are set forth as current liabilities on the Person Closing Date Financial Statement and were included in the determination of the Closing Date Book Value; it being understood that such liabilities shall include an amount with respect to accrued vacation pay for Transferred Employees through the Closing Date, (ii) relating to up to $3,000,000 the long term debt of Seller set forth on Schedule 3.01 hereof which shall include the current portion thereof and Notes Payable (the Long Term Debt), which Long Term Debt shall be paid by Buyer simultaneously with the Closing; provided, however, that notwithstanding anything to the contrary that may be contained herein, the Companymaximum amount of liability to be assumed by Buyer with respect to the Long Term Debt shall be $3,000,000 (including the current portion thereof) formed byand Seller shall remain liable for all amounts in excess thereof; and (iii) which arise from and after the Closing Date (A) under those contracts of Seller set forth on the Schedules 5.19 and 5.20 annexed hereto which are specifically designated to be assumed by Buyer on such Schedules, resulting from or surviving and (B) under any Fundamental Transaction or the Person with which other contracts of Seller not required to be disclosed on either of such Fundamental Transaction shall have been entered into Schedules (the “Successor Entity”Assumed Contracts); provided, however, that to the extent that (x) assumes consent to the assignment of an Assumed Contract is required, or (y) an Assumed Contract is not assignable and, in writing all either case, consent to the assignment of such Assumed Contract is not obtained, then Buyer shall, nevertheless, assume and agree to pay, perform and discharge the obligations and liabilities of Seller under such Assumed Contract to the Company under this Note extent that Buyer receives the benefits thereof, and the other Transaction Documents in accordance parties will cooperate with the provisions respect to each such Assumed Contract so that Buyer performs all remaining obligations required of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, Seller thereunder (including, without limitation, having Principal paying all sums due) and Interest equal Buyer receives all remaining rights of Seller thereunder (including, without limitation, receiving any goods or services due). For example if consent is withheld by or not sought from the other party to an Assumed Contract (or consent is otherwise not obtained), such cooperation shall include Sellers receipt of the sum required to be paid under the Assumed Contract from Buyer and delivery of same by Seller to the Principal then outstanding other party to the Assumed Contract and any accrued and unpaid Interest thereon (if any) receipt by Seller of the Note held by the Holder, having similar conversion rights as the Note goods purchased thereunder and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice same to the Company to waive Buyer. (b) Except as set forth in this Section 3.4(a) to permit the Fundamental Transaction without the assumption Agreement, Buyer shall not and does not assume any liability or obligation of this NoteSeller. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.3.02

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction Transaction, unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into shall succeed to the covenants, stipulations, promises and the agreements contained in this Note. so that the Holder shall have the right thereafter to convert this Note into the kind and amount of securities receivable upon such Funamental Transactions by the Holder of the number of securities into which this Note could have been converted immediately prior to such Fundamental Transactions Merger. This provision shall similarly apply to successive Fundamental Transactions have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is common stock or common shares are quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, market listed in the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global definition of Trading Market or The New York Stock Exchange, Inc. in the Purchase Agreement. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Common Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be Successor Entity and, if an entity other than the Company) formed by, resulting from Successor Entity is the entity whose Capital Stock or surviving any Fundamental Transaction or assets the Person with which holders of the Common Stock are entitled to receive as a result of such Fundamental Transaction shall have been entered into Transaction, such other entity (the “Successor "Other Entity”) "), assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental TransactionTransaction (which approval shall not be unreasonably withheld), including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity or Other Entity, as applicable, evidenced by a written instrument substantially similar in form and substance to the NoteNotes and with appropriate provisions such that the rights and interests of the Holder and the economic value of this Note are in no way diminished by such Fundamental Transaction, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the Note, Notes and reasonably satisfactory to the Holder Required Holders, and (ii) the Successor Entity or the Other Entity, as applicable (including its parent entity) Parent Entity), is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity or the Other Entity, as applicable, shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity or the Other Entity, as applicable), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity or such Other Entity, as applicable, had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion exchange or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) 5.1 pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder Holder, in its sole discretion, prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note held by the Holderthis Note, having similar conversion rights as the this Note and having similar ranking and security to the this Note, and being satisfactory to the Holder in its sole discretion, and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property (except such items still issuable under Section 6, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the this Note prior to such Fundamental Transaction), such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or In connection with a Major Transaction that is to be party treated as an Assumption pursuant to a Fundamental Transaction unless (i) the Section 5(c)(i), any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) assumes shall assume in writing all of the obligations of the Company under this Note Warrant and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a5(c)(ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionMajor Transaction (such consent not to be unreasonably withheld or delayed), including agreements an agreement to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and reasonably satisfactory to the Holder and (ii) Holder. For the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Marketavoidance of doubt, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market Holder’s reasonable satisfaction referred to in the immediately preceding sentence shall be construed only to apply to confirmation that the warrant and registration rights agreement delivered to the Holder upon an assumption hereunder shall conform to the requirements of this Section 5(c)(ii) and shall not be construed as granting consent rights to the Holder with respect to the decision of the Company to enter into such transaction or The New York Stock Exchange, Inc. to permit the Holder to demand any additional consideration in respect of this Warrant other than as provided herein. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares capital stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this Note.Warrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing (or, if prior to the consummation of such Fundamental Transaction, such applicable agreement requires the assumption of) all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts and the interest rates of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which (but taking into account the Holder would have been entitled to receive upon relative value of the happening shares of such Fundamental Transaction had this Note been converted immediately prior Common Stock pursuant to such Fundamental Transaction (without regard and the value of such shares of capital stock, such adjustments to any limitations on the number of shares of capital stock and such conversion price for the purpose of protecting the economic value of this NoteNote immediately prior to the consummation of such Fundamental Transaction), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, including having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes, respectively, held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common equity is quoted on or listed for trading on any eligible marketan Eligible Market or, including The Nasdaq Capital with respect to a Change of Control in compliance with the terms of this Note, a Canadian Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Common Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction), such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteNote for this purpose only), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteNote for this purpose only. The Company shall not consummate any Change of Control unless, upon consummation of such Change of Control, the Company has either (x) paid off, in full, all of the First Lien Indebtedness or (y) obtained the written consent of the holders of all First Lien Indebtedness that will remain outstanding thereafter to the payments to the Holder set forth in Section 5(b) below without regard to any subordination thereof to such First Lien Indebtedness or any other term or condition in the Intercreditor Agreements.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements agreements, if so requested by the Holder to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note then outstanding held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction with a Fundamental TransactionSuccessor Entity whose stock is publicly traded, the such Successor Entity shall deliver (in addition to and without limiting any right under this Note) to the Holder confirmation that there shall be issued in exchange for this Note a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance to this Note and convertible for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities (the "Successor Capital Stock") equivalent (as set forth below) to the shares of Common Stock acquirable and receivable upon conversion or redemption of this Note at (without regard to any time after limitations on conversion, including without limitation, the consummation Maximum Percentage, if applicable) prior to such Fundamental Transaction (such corresponding number of shares of Successor Capital Stock to be delivered to the Holder shall equal the greater of (A) the quotient of (i) the aggregate dollar value of all consideration (including cash consideration and any consideration other than cash ("Non-Cash Consideration"), in such Fundamental Transaction, as such values are set forth in lieu any definitive agreement for the Fundamental Transaction that has been executed at the time of the Ordinary Shares issuable upon the conversion or redemption first public announcement of the Note prior to Fundamental Transaction or, if no such Fundamental Transactionvalue is determinable from such definitive agreement, such shares of as determined in accordance with Section 22 with the publicly traded Ordinary Shares (or their equivalentterm "Non-Cash Consideration" being substituted for the term "Conversion Price") of the Successor Entity (including its parent entity) which that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on conversion, including without limitation, the Maximum Percentage, if applicable) (the "Aggregate Consideration") divided by (ii) the per share Closing Sale Price of such Successor Capital Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction and (B) the product of (i) the quotient of (x) the Aggregate Consideration divided by (y) the Closing Sale Price of the Common Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction and (ii) the highest exchange ratio pursuant to which any stockholder of the Company may exchange Common Stock for Successor Capital Stock) (provided, however, to the extent that the Holder's right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the Holder until such time or times, as its right thereto would not result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be delivered such shares to the extent as if there had been no such limitation), and, such security shall be reasonably satisfactory to the Holder, and with a conversion price equivalent to the Conversion Price hereunder (such adjustments to the conversion price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value of this Note that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall be issued upon conversion of this Note at any time after the occurrence or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, Common Shares, Successor Capital Stock or, in lieu of the Common Shares or Successor Capital Stock (or other securities, cash, assets or other property purchasable upon the conversion of this NoteNote prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on conversion, including without limitation, the Maximum Percentage, if applicable), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and Transactions. For clarity, following the consummation or occurrence of a Fundamental Transaction provided that a Successor Entity assumes this Note in full compliance with the provisions set forth in this Section 5(a), the Holder shall be applied without regard not also have a right to any limitations on the receive upon conversion of this NoteNote shares of Common Stock of the Company, but, rather, will be entitled to receive upon conversion of this Note shares of the Successor Capital Stock as provided herein. Notwithstanding anything herein to the contrary, the Successor Entity of the Company as a result of the Reverse Merger shall assume the Company's obligations under this Note in accordance with the Merger Agreement Amendment (as defined in the Securities Purchase Agreement).

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the Note, and satisfactory to the Holder Notes and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 16, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a4(c) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (iA) the Person (which may be the Company) formed by, successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement (but only if there will be an outstanding balance under the Facility Agreement immediately following the closing of the Major Transaction) and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionMajor Transaction (not to be unreasonably withheld or delayed), including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and reasonably satisfactory to the Holder and (iiB) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Public Successor Entity. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption.”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 16, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction (other than the Reverse Merger) unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents (as defined in the Securities Purchase Agreement) in accordance with the provisions of this Section 3.4(a) 7 pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction with a Fundamental TransactionSuccessor Entity whose stock is publicly traded, the such Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Preferred Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Notethe Preferred Shares, including without limitation, the Maximum Percentage), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding Certificate of Designations, which the foregoingHolder would have been entitled to receive had such Holder converted the Preferred Shares in full (without regard to any limitations on conversion, including without limitation, the Maximum Percentage) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder's right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder may electand its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at its sole option, by delivery of written notice which time or times such Holder shall be delivered such shares to the Company extent as if there had been no such limitation). Provision made pursuant to waive this Section 3.4(a) the preceding sentence shall be in a form and substance reasonably satisfactory to permit the Required Holders. In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets or other property with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that, and any applicable Successor Entity or Successor Entities shall ensure that, and it shall be a required condition to the occurrence or consummation of such Corporate Event that, if so elected by a Holder on or prior to the occurrence or consummation of such Corporate Event, such Holder will have the right to receive upon surrender of such Holder's Preferred Shares upon the occurrence or consummation of the Corporate Event, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) such Holder is entitled to receive upon the conversion of such Holder's Preferred Shares prior to such Corporate Event (but not in lieu of such items still issuable under Sections 7(b) and 14, which shall continue to be receivable on the Common Stock or on such shares of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event, had such Holder's Preferred Shares been converted immediately prior to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event (without regard to any limitations on conversion, including without limitation, the assumption Maximum Percentage) (provided, however, to the extent that a Holder's right to receive any such shares of this Notepublicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times such Holder shall be delivered such shares to the extent as if there had been no such limitation). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NotePreferred Shares.

Assumption. The Company Corporation shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company Corporation under this Note and the other Transaction Documents Certificate of Amendment in accordance with the provisions of this Section 3.4(a) 4 pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Series A Convertible Preferred Stock in exchange for the Note such Series A Convertible Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Amendment including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Series A Convertible Preferred Stock held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NoteSeries A Convertible Preferred Stock, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Amendment referring to the “Company” or the “Maker” "Corporation" shall refer instead to the Successor Entity), and may exercise every right and power of the Company Corporation and shall assume all of the obligations of the Company Corporation under this Note and the other Transaction Documents Certificate of Amendment with the same effect as if such Successor Entity had been named as the Company Corporation herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Series A Convertible Preferred Stock at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately Series A Convertible Preferred Stock prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Notethe Series A Convertible Preferred Stock), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding Certificate of Amendment, which the foregoingHolder would have been entitled to receive had such Holder converted the Series A Convertible Preferred Stock in full (without regard to any limitations on conversion, including without limitation, the Maximum Percentage) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder may electexceeding the Maximum Percentage, then the Holder shall not be entitled to receive such shares to such extent (or to beneficially own any shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage, at its sole option, by delivery of written notice which time such Holder shall be delivered such shares to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Noteextent as if there had been no such limitation). The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Series A Convertible Preferred Stock.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts and the interest rates of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteParent Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by such holder, including the Holdersame Premium as the Notes, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Any successor to the Company shall not enter into or be party to surviving entity in a Fundamental Transaction unless shall (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes assume in writing all of the obligations of the Company under this Note Debenture and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder (such approval not to be unreasonably withheld or delayed) prior to such Fundamental Transaction, including agreements Transaction and (ii) to deliver issue to the Holder in exchange for the Note a security new debenture of the Successor Entity such successor entity evidenced by a written instrument substantially similar in form and substance to the Notethis Debenture, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Debentures held by the Holder, having similar conversion rights as the Note Holder and having similar ranking and security to the Notethis Debenture, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on any such approval not to be unreasonably withheld or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entitydelayed), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a9(i) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteDebenture. ********************* IN WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by a duly authorized officer as of the date first above indicated. TWL CORPORATION By:__________________________________________ Name: Title: ANNEX A NOTICE OF CONVERSION The undersigned hereby elects to convert principal under the 15% Senior Secured Convertible Debenture of TWL Corporation, a Utah corporation (the “Company”), due on March 13, 2011, into shares of common stock, no par value per share (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts determined in accordance with Section 13(d) of the Exchange Act, specified under Section 4 of this Debenture. The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Debenture to be Converted: Payment of Interest in Common Stock __ yes __ no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: Address: Schedule 1 CONVERSION SCHEDULE The 15% Senior Secured Convertible Debentures due on March 13, 2011, in the aggregate principal amount of $____________ issued by TWL Corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture.

Assumption. The Company shall not enter into or be party to a ---------- Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global an Eligible Market or The New York Stock Exchange, Inc. (a "PUBLIC SUCCESSOR ENTITY"). Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion Conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company's Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion Conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their its equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteParent Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion Conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Advance Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Advance Notes in exchange for the Note such Advance Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteAdvance Notes, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note Advance Notes held by the Holder, having similar conversion rights as the Note Advance Notes and having similar ranking and security to the Note, and satisfactory to Advance Notes on the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Collateral. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Advance Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Advance Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Advance Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock issuable upon the conversion or redemption of the this Advance Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) ), securities or other assets of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Advance Note been converted immediately prior to such Fundamental Transaction at the applicable Conversion Price in effect immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Advance Note), as adjusted in accordance with the provisions of this Advance Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Advance Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Advance Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a6(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionRequired Holders, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding stated value and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note Holders and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note Certificate of Designations and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company hereinherein and therein. Upon In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the each Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this NoteCertificate of Designations), as adjusted in accordance with the provisions of this NoteCertificate of Designations. Notwithstanding the foregoing, the such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a6(a) to permit the Fundamental Transaction without the assumption of this Notethe Preferred Shares. The provisions of this Section 3.4(a) 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Purchase Agreement and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(aand (ii) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Major Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to an instrument representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holder. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this Note.Warrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a3.5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company Company, to waive this Section 3.4(a3.5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a3.5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a4(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding Stated Value and any accrued and unpaid Interest thereon (if any) Dividend Rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NotePreferred Shares, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery Certificate of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDesignations. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Notethe Preferred Shares.

Assumption. The Without the prior written consent of the Holder, such consent not to be unreasonably withheld, delayed or denied, the Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental TransactionNote, including agreements to deliver to the Holder in exchange for the its Note a security of the Successor Entity (or its Parent Entity) evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note held by the HolderNote, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including or its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common equity is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of of, the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Common Shares (or other securities, cash, assets or other property (except such items still issuable under Section 6 which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common equity (or their equivalent) of the Successor Entity (including or its parent entityParent Entity) (as applicable, the “Successor Shares”) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The On or prior to the consummation of any Change of Control, the Company shall not enter into or be party to a Fundamental Transaction unless (i) the will secure from any Person (which may be purchasing the Company) formed by, ’s assets or Common Stock or any successor resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into Change of Control (the in each case, an “Successor Acquiring Entity”) assumes in writing all a written agreement to guaranty the obligations of the Company under the Notes and the Other Notes or assume the obligations of the Company under this Note and the Other Notes. In addition if the common stock of the Acquiring Entity is not listed or traded on an Eligible Market (a “Public Acquiring Entity”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon a conversion of this Note, in lieu of the shares of Common Stock which would have been otherwise receivable upon such conversion, such securities or other Transaction Documents assets received by the holders of Common Stock in accordance connection with the provisions consummation of such Change of Control in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate as in effect immediately prior to the Change of Control. In the event that the Acquiring Entity is a Public Acquiring Entity, then in addition to the guaranty provided for in the first sentence of this Section 3.4(a) pursuant 5(b), the Company will ensure that such Public Acquiring Entity delivers to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes, a security of the Successor Public Acquiring Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount, interest rate, rank, security interest, conversion price and Interest conversion rights equivalent to those governing the Notes held by such holder, such that this Note shall thereafter be convertible into such common stock at an initial conversion rate equal to the Principal product of (x) the Conversion Rate then outstanding in effect and any accrued and unpaid Interest thereon (if anyy) a fraction the numerator of which is the closing price of the Note held by Common Stock on the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after day immediately preceding the consummation of such Fundamental Transaction, in lieu the Change of Control and the Ordinary Shares issuable upon denominator of which is the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening closing price of such Fundamental Transaction had this Note been converted Public Acquiring Entity’s common stock on the day immediately prior to the consummation of the Change of Control. In the event that an Acquiring Entity is directly or indirectly controlled by a company or entity whose common stock is listed, designated or quoted on a securities exchange or trading market, then such Fundamental Transaction (without regard Person shall be deemed to any limitations on be the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NotePublic Acquiring Entity for all purposes hereof. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions Changes of Control and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents Security in accordance with the provisions of this Section 3.4(a‎4(a) pursuant to a written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transactionagreement, including agreements an agreement to deliver to the Holder each holder of Securities in exchange for the Note such Securities a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteSecurities, including, without limitation, having Principal and Interest a principal amount equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note this Security and having similar ranking and security to the NoteSecurities, and reasonably satisfactory to the Holder and (ii) the Successor Entity (including or its parent entityParent Entity, as applicable) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Security referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Security with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note Security at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections ‎5 and ‎13, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Securities prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including or its parent entityParent Entity, as applicable) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note Security been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteSecurity), as adjusted in accordance with the provisions of this NoteSecurity. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a‎4(a) to permit the Fundamental Transaction without the assumption of this NoteSecurity. The provisions of this Section 3.4(a) ‎4 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteSecurity.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements agreements, if so requested by the Holder, to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal amounts and the Default Rate of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and Required Holders. No later than (i) thirty (30) days prior to the occurrence or consummation of any Fundamental Transaction or (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Marketif later, the NYSE American LLCfirst Trading Day following the date the Company first becomes aware of the occurrence or potential occurrence of a Fundamental Transaction, The Nasdaq Global Select Market, The Nasdaq Global Market the Company shall deliver written notice thereof via facsimile or The New York Stock Exchange, Inc. electronic mail and overnight courier to the Holder. Upon the occurrence or consummation of any Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of any Fundamental Transaction that, the Company and the Successor Entity or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly and severally succeed to, and be substituted for added to the term “Company” under this Note (so that from and after the date of such Fundamental Transaction, the provisions each and every provision of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to each of the Company and the Successor EntityEntity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor Entities, jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of the obligations of the Company prior thereto under this Note and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. Upon consummation in this Note, and, solely at the request of a Fundamental Transactionthe Holder, if the Successor Entity and/or Successor Entities is a publicly traded corporation whose common capital stock is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and without limiting any right under this Note) to the Holder confirmation that there shall be issued in exchange for this Note a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance to this Note and convertible for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities (the “Successor Capital Stock”) equivalent (as set forth below) to the shares of Common Stock acquirable and receivable upon conversion or redemption of this Note at (determined using the Initial Conversion Price as the Conversion Price and determined without regard to any time after limitations on the consummation conversion of this Note) prior to such Fundamental Transaction (such corresponding number of shares of Successor Capital Stock to be delivered to the Holder shall equal the greater of (I) the quotient of (A) the aggregate dollar value of all consideration (including cash consideration and any consideration other than cash (“Non-Cash Consideration”), in such Fundamental Transaction, as such values are set forth in lieu any definitive agreement for the Fundamental Transaction that has been executed at the time of the Ordinary Shares issuable upon the conversion or redemption first public announcement of the Note prior to Fundamental Transaction or, if no such Fundamental Transactionvalue is determinable from such definitive agreement, such shares of as determined in accordance with Section 22 with the publicly traded Ordinary Shares (or their equivalentterm “Non-Cash Consideration” being substituted for the term “Conversion Price”) of the Successor Entity (including its parent entity) which that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (determined using the Initial Conversion Price as the Conversion Price and determined without regard to any limitations on the conversion of this Note) (the “Aggregate Consideration”) divided by (B) the per share Closing Sale Price of such corresponding Successor Capital Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction and (II) the product of (A) the Aggregate Consideration and (B) the highest exchange ratio pursuant to which any stockholder of the Company may exchange Common Stock for Successor Capital Stock) (provided, however, to the extent that the Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the Holder until such time or times, as its right thereto would not result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be delivered such shares to the extent as if there had been no such limitation), and such security shall be satisfactory to the Holder, and with an identical conversion price to the Conversion Price hereunder (such adjustments to the number of shares of capital stock and such conversion price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value of this Note that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of such Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall be issued upon conversion of this Note at any time after the occurrence or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, shares of Common Stock, Successor Capital Stock or, in lieu of the shares of Common Stock or Successor Capital Stock (or other securities, cash, assets or other property purchasable upon the conversion of this Note prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (determined using the Initial Conversion Price as the Conversion Price and determined without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteTransactions.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company’s Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Any successor to the Company shall not enter into or be party to surviving entity in a Fundamental Transaction unless shall (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes assume in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder (such approval not to be unreasonably withheld or delayed) prior to such Fundamental Transaction, including agreements Transaction and (ii) to deliver issue to the Holder in exchange for the a new Note a security of the Successor Entity such successor entity evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note Holder and having similar ranking and security to the this Note, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on any such approval not to be unreasonably withheld or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entitydelayed), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a8(i) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.. ********************* IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated. SYNTHETIC BLOOD INTERNATIONAL INC. By: Name: Xxxxxx X. Xxxxxx Title: President ANNEX A NOTICE OF CONVERSION The undersigned hereby elects to convert principal under the Convertible Note of Synthetic Blood International Inc., a New Jersey corporation (the “Company”), into shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: Number of shares of Common Stock to be issued: Signature: Name: Address: Schedule 1 CONVERSION SCHEDULE The Convertible Notes in the aggregate principal amount of $ issued by Synthetic Blood International Inc., a New Jersey corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note. Dated: Date of Conversion (or for first entry, Original Issue Date) Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion (or original Principal Amount) Company Attest

Assumption. The Company Joining Guarantors hereby unconditionally, jointly and severally, assume liability for all covenants, warranties, representations, indemnifications, obligations and other Indebtedness of Guarantors now existing or which may hereafter arise under the Guaranty and shall be liable therefor as though Joining Guarantors had originally been parties to the Guaranty. Without limitation of the foregoing, Joining Guarantors, as primary obligors and not enter into or be party to a Fundamental Transaction unless as sureties, unconditionally, jointly and severally, guarantee unto Agent on behalf of the Lenders (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) assumes in writing all payment of the obligations of Guaranteed Obligations when due (whether at the Company under this Note and the other Transaction Documents stated maturity, by acceleration or otherwise) in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the Note a security terms of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteLoan Documents, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) that Company will perform and observe each agreement, covenant, term and condition in the Successor Entity (including Loan Documents to be performed or observed by Company and, upon Company’s failure to do so, will promptly perform and observe, or will cause to be promptly performed and observed, each such agreement, covenant, term or condition. Each Joining Guarantor, and by its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Marketassumption of this Joinder Agreement, the NYSE American LLCAgent and each other Lender, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Upon hereby confirms that it is the occurrence intention of any Fundamental Transaction, the Successor Entity shall succeed to, all such Persons that this Joinder Agreement and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of each Joining Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Company Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the Guaranty and the obligations of each Joining Guarantor hereunder. To effectuate the foregoing intention, the Agent, the Lenders and the Joining Guarantors hereby irrevocably agree that the obligations of each Joining Guarantor under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note Joinder Agreement at any time after shall be limited to the consummation maximum amount as will result in the obligations of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion Joining Guarantor under this Joinder Agreement not constituting a fraudulent transfer or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Noteconveyance.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, an “Successor EntitySUCCESSOR ENTITY”) ), assumes in writing all of the obligations of the Company under this Note Warrant and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(c)(ii) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Major Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking and security to the NoteExercise Price adjustment provisions), and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Major Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note and the other Transaction Documents Warrant referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing (or, if prior to the consummation of such Fundamental Transaction, such applicable agreement requires the assumption of) all of the obligations of the Company under this Note and the other Transaction Documents (as defined in the Securities Purchase Agreement) in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction5(a), including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 16, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) 5.1 pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder Holder, in its sole discretion, prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for the this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the this Note, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note held by the Holderthis Note, having similar conversion rights as the this Note and having similar ranking and security to the this Note, and being satisfactory to the Holder and in its sole discretion, (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, and (iii) the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Company has received the Holder’s prior written consent to enter into such Fundamental Transaction. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company’s Common Stock (or other securities, cash, assets or other property (except such items still issuable under Section 6, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the this Note prior to such Fundamental Transaction), such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Major Transaction that is to be treated as an Assumption pursuant to Section 5(c)(i), unless (iA) the Person (which may be the Company) formed by, successor entity resulting from or surviving any Fundamental such Major Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, a “Successor Entity”) ), assumes in writing all of the obligations of the Company under this Note Warrant, the Facility Agreement (but only if there will be an outstanding balance under the Facility Agreement immediately following the closing of the Major Transaction) and the other Transaction Documents Registration Rights Agreement in accordance with the provisions of this Section 3.4(a(ii) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and Required Holders (as approved by the Holder Required Holders prior to such Fundamental TransactionMajor Transaction (not to be unreasonably withheld or delayed)), including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to representing the Principal then outstanding and any accrued and unpaid Interest thereon (if any) appropriate number of shares of the Note held by the HolderSuccessor Entity, having similar conversion exercise rights as the Note Warrants (including but not limited to a similar Exercise Price and having similar ranking Exercise Price adjustment provisions based on the price per share or conversion ratio to be received by the holders of Common Stock in the Major Transaction) and security to similar registration rights as provided by the NoteRegistration Rights Agreement, and reasonably satisfactory to the Holder Required Holders and (iiB) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital MarketPublic Successor Entity. For the avoidance of doubt, the NYSE American LLCRequired Holders’ reasonable satisfaction referred to in the immediately preceding sentence shall be construed only to apply to confirmation that the Warrant and registration rights agreement delivered to the Holders upon an assumption hereunder shall conform to the requirements of this Section 5(c)(ii), The Nasdaq Global Select Market, The Nasdaq Global Market and this Section 5(c)(ii) shall not be construed as granting consent or The New York Stock Exchange, Inc. approval rights to any Holder with respect to the terms of such Major Transaction or to permit any Holder to demand any additional consideration in respect of this Warrant other than as provided herein. Upon the occurrence of any Fundamental Major Transaction, the any Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Major Transaction, the provisions of this Note Warrant and the other Transaction Documents Registration Rights Agreement referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Major Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Major Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteWarrant. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Major Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant other than any applicable beneficial ownership limitations. Any assumption of Company obligations under this paragraph shall be referred to herein as an “Assumption.”

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) other than in connection with a Cash Transaction, the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global an Eligible Market or The New York Stock Exchange, Inc. (a "PUBLIC SUCCESSOR ENTITY"). Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company's Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their its equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteParent Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders (as defined in the Securities Purchase Agreement) and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes reasonably satisfactory to the Required Holders, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the Note, and satisfactory to the Holder Notes and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 14, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing (with the purchase of at least a majority of the outstanding shares of the Company’s Common Stock automatically constituting an assumption in writing) all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) 16 pursuant to written agreements in form and substance reasonably satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including (other than in the case of a Private Cash Acquisition) agreements to deliver to the each Holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal a liquidation preference and Interest dividend rate equal to the Principal then outstanding liquidation preference and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon Other than in the case of a Private Cash Acquisition, upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares Common Stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)other securities, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.cash,

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental TransactionTransaction (such satisfaction and approval not to be unreasonably withheld), including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable shares of the Company's Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (stock, securities, cash, assets or their equivalent) of the Successor Entity any other property whatsoever (including its parent entitywarrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Transaction, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. At least thirty (30) days prior to the consummation of a Change of Control Transaction (as defined below), but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a "CHANGE OF CONTROL NOTICE"). For purposes hereof, each of the following shall constitute a “CHANGE OF CONTROL TRANSACTION”: (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property. The Company shall not not, at any time while this Warrant is outstanding, enter into or be party to a Fundamental Change of Control Transaction unless (i) the any Person (which may be purchasing the Company) formed by’s assets or Common Stock, or any successor entity resulting from or surviving any Fundamental such Change of Control Transaction or the Person with which such Fundamental Transaction shall have been entered into (the in each case, an “Successor EntitySUCCESSOR ENTITY”), assumes (an “ASSUMPTION”) assumes in writing all of the obligations of the Company under this Note Warrant and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(c)(ii) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Change of Control Transaction, including agreements to deliver to the Holder each holder of Warrants in exchange for the Note such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteWarrants, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holder, having similar conversion exercise rights as the Note Debentures (including but not limited to a similar Exercise Price and having similar ranking and security to the NoteExericse Price adjustment provisions), and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation with “Similar Trading Characteristics” (as defined below) to the Company and whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Change of Control Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Change of Control Transaction, the provisions of this Note and the other Transaction Documents Debenture referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Debenture with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental the Change of Control Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion exercise or redemption of this Note Warrant at any time after the consummation of such Fundamental the Change of Control Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption exercise of the Note Warrants prior to such Fundamental Change of Control Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDebenture. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Change of Control Transactions and shall be applied without regard to any limitations on the conversion exercise of this NoteWarrant. The requirements of this Section 5(c)(ii) are referred to herein as the “ASSUMPTION REQUIREMENTS.” For purposes hereof, an entity shall have “Similar Trading Characteristics” as the Company if the average daily trading volume of the Common Stock for the 90th through the 31st day prior to the public announcement of such transaction exceeds 100,000 shares and the daily trading dollar volume of the Common Stock for the 90th through the 31st day prior to the public announcement of such transaction exceeds $100,000.

Assumption. The Company Corporation shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company Corporation under this Note Certificate of Designations and all obligations of Inventergy Inc., the Corporation's wholly-owned subsidiary, under the other Transaction Documents (as defined in the Securities Purchase Agreement) in accordance with the provisions of this Section 3.4(a) 5 pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Series A Preferred Stock in exchange for the Note such Series A Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Series A Preferred Stock held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NoteSeries A Preferred Stock, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “MakerCorporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Company Corporation and shall assume all of the obligations of the Company Corporation under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company Corporation herein. Upon consummation of the Fundamental Transaction with a Fundamental TransactionSuccessor Entity whose stock is publicly traded, the such Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Series A Preferred Stock at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately Series A Preferred Stock prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Notethe Series A Preferred Stock, including without limitation, the Maximum Percentage, if applicable), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding Certificate of Designations, which the foregoingHolder would have been entitled to receive had such Holder converted the Series A Preferred Stock in full (without regard to any limitations on conversion, including without limitation, the Maximum Percentage, if applicable) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder's right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder may electand its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at its sole option, by delivery of written notice which time or times such Holder shall be delivered such shares to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Noteextent as if there had been no such limitation). The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Series A Preferred Stock.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(aparagraph 5(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder Holders and approved by the Holder Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts and the interest rates of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and reasonably satisfactory to the Holder Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global an Eligible Market or The New York Stock Exchange, Inc. (a “Public Successor Entity”). Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of the Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteParent Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) paragraph shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of the Company's Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this NoteParent Entity), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, including having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal then outstanding principal amounts and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes, respectively, held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common equity is quoted on or listed for trading on any eligible marketan Eligible Market or, including The Nasdaq Capital with respect to a Change of Control in compliance with the terms of this Note, a Canadian Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Common Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction), such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a5(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note. The Company shall not consummate any Change of Control unless, upon consummation of such Change of Control, the Company has either (x) paid off, in full, all of the Permitted Senior Indebtedness or (y) obtained the written consent of the holders of all Permitted Senior Indebtedness that will remain outstanding thereafter to the payments to the Holder set forth in Section 5(b) below without regard to any subordination thereof to such Permitted Senior Indebtedness or any other term or condition in the Intercreditor Side Letters.

Assumption. The Company shall not enter into or be party to cause any successor entity in a Fundamental Transaction unless (i) in which the Person (which may be Company is not the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into survivor (the “Successor Entity”) assumes to assume in writing all of the obligations of the Company under this Note Warrant and the other Transaction Documents in accordance with the provisions of this Section 3.4(a) pursuant to written agreements in form and substance reasonably satisfactory to a majority in interest of the Holder Holders (an “Assumption”) and approved by shall, at the Holder prior to such Fundamental Transactionoption of the holder of this Warrant, including agreements to deliver to the Holder in exchange for the Note this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having Principal and Interest equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) this Warrant which is exercisable for a corresponding number of the Note held by the Holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder and (ii) the shares of capital stock of such Successor Entity (including or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, majority in interest of the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Holders. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note Warrant and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of Notwithstanding the above, if the Company enters into or is a party to a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Transaction with a Successor Entity (including its parent entity) which that is not a publicly traded corporation whose common stock is quoted or listed for trading on a Trading Market, then the Company will not enter into an Assumption, but instead the Holder would shall have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction Redemption right set forth in subsection (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(ac) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notebelow.

Assumption. The Company Corporation shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company Corporation under this Note Certificate of Designations and all obligations of Inventergy Inc., the Corporation's wholly-owned subsidiary, under the other Transaction Documents (as defined in the Securities Purchase Agreement) in accordance with the provisions of this Section 3.4(a) 5 pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the each Holder of Series A Preferred Stock in exchange for the Note such Series A Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, this Certificate of Designations including, without limitation, having Principal and Interest a stated value equal to the Principal then outstanding and any accrued and unpaid Interest thereon (if any) Stated Value of the Note Series A Preferred Stock held by the Holder, having similar conversion rights as the Note such Holder and having similar ranking and security to the NoteSeries A Preferred Stock, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” "Corporation" shall refer instead to the Successor Entity), and may exercise every right and power of the Company Corporation and shall assume all of the obligations of the Company Corporation under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company Corporation herein. Upon consummation of the Fundamental Transaction with a Fundamental TransactionSuccessor Entity whose stock is publicly traded, the such Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Series A Preferred Stock at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion or redemption of the Note prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately Series A Preferred Stock prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Notethe Series A Preferred Stock, including without limitation, the Maximum Percentage, if applicable), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding Certificate of Designations, which the foregoingHolder would have been entitled to receive had such Holder converted the Series A Preferred Stock in full (without regard to any limitations on conversion, including without limitation, the Maximum Percentage, if applicable) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder's right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in such Holder may electand its other Attribution Parties exceeding the Maximum Percentage, if applicable, then such Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for such Holder until such time or times, as its right thereto would not result in such Holder and its other Attribution Parties exceeding the Maximum Percentage, at its sole option, by delivery of written notice which time or times such Holder shall be delivered such shares to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Noteextent as if there had been no such limitation). The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Notethe Series A Preferred Stock.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing (with the purchase of at least a majority of the outstanding shares of the Company’s Common Stock automatically constituting an assumption in writing) all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a4(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value and Interest dividend rate equal to the Principal then outstanding stated value and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note such holder and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder Required Holders and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares is common shares are quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents Certificate of Designations referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents Certificate of Designations with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such the Fundamental Transaction, in lieu of the Ordinary Shares issuable Common Stock (or other securities, cash, assets or other property) purchasable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common shares (or their equivalent) of the Successor Entity (including its parent entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note)Entity, as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery Certificate of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this NoteDesignations. The provisions of this Section 3.4(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of the Preferred Shares. Notwithstanding the foregoing, this NoteSection 4(a) shall not apply to the Preferred Shares of a Holder upon the Company’s delivery of a Notice of Mandatory Redemption to such Holder in connection with a Cash Change of Control Event (as defined below).

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (such approval not to be unreasonably withheld or delayed) prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) either (A) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global an Eligible Market or The New York (B) such Fundamental Transaction is a Change of Control in which at least 90% of the outstanding shares of Common Stock Exchangeof the Company (other than shares held by the Successor Entity, Inc. its affiliates, and dissenting shareholders) are converted into the right to receive cash (a “Cash Acquisition”). Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 14, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note, or, if such Fundamental Transaction is a Cash Acquisition, the cash into which the shares of Common Stock issuable upon the conversion of the Notes were entitled to receive as a result of such Fundamental Transaction. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a6(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved Required Holders, including agreements, if so requested by the Holder prior to such Fundamental TransactionHolder, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal amounts and the Default Rate of the Notes then outstanding and any accrued and unpaid Interest thereon (if any) of the Note held by the Holdersuch holder, having similar conversion rights as the Note and having similar ranking and security to the NoteNotes, and reasonably satisfactory to the Holder and Required Holders. No later than (i) thirty (30) days prior to the occurrence or consummation of any Fundamental Transaction or (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Marketif later, the NYSE American LLCfirst Trading Day following the date the Company first becomes aware of the occurrence or potential occurrence of a Fundamental Transaction, The Nasdaq Global Select Market, The Nasdaq Global Market the Company shall deliver written notice thereof via facsimile or The New York Stock Exchange, Inc. electronic mail and overnight courier to the Holder. Upon the occurrence or consummation of any Fundamental Transaction, the Company and the Successor Entity or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities to jointly and severally succeed to, and be substituted for added to the term "Company" under this Note (so that from and after the date of such Fundamental Transaction, the provisions each and every provision of this Note and the other Transaction Documents referring to the “"Company” or the “Maker” " shall refer instead to each of the Company and the Successor EntityEntity or Successor Entities, jointly and severally), and the Company and the Successor Entity or Successor Entities, jointly and severally, may exercise every right and power of the Company prior thereto and shall assume all of the obligations of the Company prior thereto under this Note and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. Upon consummation in this Note, and, solely at the request of a Fundamental Transactionthe Holder, if the Successor Entity and/or Successor Entities is a publicly traded corporation whose common capital stock is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and without limiting any right under this Note) to the Holder confirmation that there shall be issued in exchange for this Note a security of the Successor Entity and/or Successor Entities evidenced by a written instrument substantially similar in form and substance to this Note and convertible for a corresponding number of shares of capital stock of the Successor Entity and/or Successor Entities (the "Successor Capital Stock") equivalent (as set forth below) to the shares of Common Stock acquirable and receivable upon conversion or redemption of this Note at (without regard to any time after limitations on the consummation conversion of this Note) prior to such Fundamental Transaction (such corresponding number of shares of Successor Capital Stock to be delivered to the Holder shall equal the greater of (I) the quotient of (A) the aggregate dollar value of all consideration (including cash consideration and any consideration other than cash ("Non-Cash Consideration"), in such Fundamental Transaction, as such values are set forth in lieu any definitive agreement for the Fundamental Transaction that has been executed at the time of the Ordinary Shares issuable upon the conversion or redemption first public announcement of the Note prior to Fundamental Transaction or, if no such Fundamental Transactionvalue is determinable from such definitive agreement, such shares of as determined in accordance with Section 24 with the publicly traded Ordinary Shares (or their equivalentterm "Non-Cash Consideration" being substituted for the term "Conversion Price") of the Successor Entity (including its parent entity) which that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the conversion of this Note) (the "Aggregate Consideration") divided by (B) the per share Closing Sale Price of such Successor Capital Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction and (II) the product of (A) the quotient obtained by dividing (x) the Aggregate Consideration, by (y) the Closing Sale Price of the Common Stock on the Trading Day immediately prior to the consummation or occurrence of the Fundamental Transaction and (B) the highest exchange ratio pursuant to which any shareholder of the Company may exchange Common Stock for Successor Capital Stock) (provided, however, to the extent that the Holder's right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the Holder until such time or times, as its right thereto would not result in the Holder and its other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be delivered such shares to the extent as if there had been no such limitation), and such security shall be satisfactory to the Holder, and with an identical conversion price to the Conversion Price hereunder (such adjustments to the number of shares of capital stock and such conversion price being for the purpose of protecting after the consummation or occurrence of such Fundamental Transaction the economic value of this Note that was in effect immediately prior to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder solely at its option). Upon occurrence or consummation of the Fundamental Transaction, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation that there shall be issued upon conversion of this Note at any time after the occurrence or consummation of the Fundamental Transaction, as elected by the Holder solely at its option, shares of Common Stock, Successor Capital Stock or, in lieu of the shares of Common Stock or Successor Capital Stock (or other securities, cash, assets or other property purchasable upon the conversion of this Note prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Note been converted immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a6(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this NoteTransactions.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 3.4(a6(a) pursuant to written agreements in form and substance satisfactory to the Holder Required Holders and approved by the Holder Required Holders prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Preferred Shares in exchange for the Note such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notethis Certificate of Designations, including, without limitation, having Principal a stated value, make-whole amount and Interest dividend rate equal to the Principal then outstanding stated value, make-whole amount and any accrued and unpaid Interest thereon (if any) dividend rate of the Note Preferred Shares held by the Holder, having similar conversion rights as the Note Holders and having similar ranking and security to the NotePreferred Shares, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entity) is a publicly traded corporation whose Ordinary Shares is quoted on or listed for trading on any eligible market, including The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note Certificate of Designations and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company hereinherein and therein. Upon In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the each Holder confirmation that there shall be issued upon conversion or redemption of this Note the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 7 and 14, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Preferred Shares prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this NoteCertificate of Designations), as adjusted in accordance with the provisions of this NoteCertificate of Designations. Notwithstanding the foregoing, the such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a6(a) to permit the Fundamental Transaction without the assumption of this Notethe Preferred Shares. The provisions of this Section 3.4(a) 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Notethe Preferred Shares.

Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Person (which may be the Company) formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into (the “Successor Entity”) Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 3.4(a5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder each holder of Notes in exchange for the Note such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the NoteNotes, including, without limitation, having Principal a principal amount and Interest interest rate equal to the Principal principal amounts then outstanding and any accrued and unpaid Interest thereon (if any) the interest rates of the Note Notes held by the Holdersuch holder, having similar conversion rights as the Note Notes and having similar ranking and security to the NoteNotes, and satisfactory to the Holder and (ii) the Successor Entity (including its parent entityParent Entity) is a publicly traded corporation whose Ordinary Shares common stock is quoted on or listed for trading on any eligible market, including The Nasdaq Capital an Eligible Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc. . Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” or the “Maker” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 17, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Note Notes prior to such Fundamental Transaction, such shares of the publicly traded Ordinary Shares common stock (or their equivalent) of the Successor Entity (including its parent entityParent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 3.4(a5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 3.4(a) 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note.