Common use of Conversion Price Clause in Contracts

Conversion Price. The “Conversion Price” means the lesser of (i) $5.50 (the “Fixed Conversion Price”) or (ii) 93% of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Conversion Price”) and shall be subject to adjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, at any time when an Event of Default has occurred and is continuing without cure or the Company shall have failed to meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the Conversion Date ((A-B)*C).

Conversion Price. The “Conversion Price” means shall be equal to $1.75 (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser of (i) $5.50 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Fixed Conversion Price”) or (ii) 93% of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Automatic Conversion Price”) and shall be (ii) the Conversion Price, subject to adjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this NoteCustomary Adjustments. Notwithstanding the foregoing, at any time when the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default has occurred pursuant to Article 2 hereof and is continuing without cure or the Company Holder shall have failed the right to meet the Equity Conditions and while pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such failure is continuing, rights shall not prohibit the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) from seeking to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior enforce damages pursuant to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the Conversion Date ((A-B)*C).other Section hereof or under applicable law

Conversion Price. The “Conversion Price” means the lesser of (i) $5.50 4.00 (the “Fixed Conversion Price”) or (ii) 9392% of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Conversion Price”) and shall be subject to adjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, at any time when an Event of Default has occurred and is continuing without cure or the Company shall have failed to meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the Conversion Date ((A-B)*C).

Conversion Price. The “Subject to adjustments pursuant to Section 7, this Debenture will have an initial conversion price equal to $15.6269 (such price, as Reset (as defined below) and as adjusted in accordance with Section 7 of this Debenture Section 3.9 of the Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "Conversion Price” means "). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares of Common Stock for the ten (10) Trading Days following such respective date (the "Reset Pricing Period") is lower than the current Conversion Price, the Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in each case). The Conversion Price shall not be increased as a result of a Reset. The Market Price for Shares of Common Stock shall be appropriately adjusted for stock splits, reverse splits, stock dividends and other dilutive events that occur during the Reset Pricing Period. In addition to the foregoing and in addition to any other rights or remedies which may be available to the Holder hereunder, under the Purchase Agreement and/or the Registration Rights Agreement, if at any time (i) by reason of the Subordination Agreement, the Holder is prevented from exercising its redemption rights or receiving any cash payment due to the Holder hereunder, under the Purchase Agreement or the Registration Rights Agreement and/or (ii) the Company fails for any reason to repurchase the Debenture (or portion thereof, as applicable) or make any cash payment in accordance with the terms of this Debenture, the Purchase Agreement or the Registration Rights Agreement, then the Conversion Price shall be subject to further adjustment so that it shall thereafter be equal to the lesser of (ix) $5.50 (the “Fixed Conversion Price”) or (ii) 93% lowest Market Price for Shares of Common Stock during any of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately five (5) days prior to delivery or deemed delivery of the applicable date that the Holder submits a Conversion Notice (as defined below) to the “Variable Company and (y) the Conversion Price”) and shall be Price otherwise applicable at such time, subject to further adjustment as provided hereinin each case. Provided, however, that if any Conversion Price under at no such time shall the foregoing definition results additional shares issuable as a result of this Section 5(c) result in a fractional amountmore than 400,000 shares (as adjusted for stock splits, reverse splits, stock dividends and other dilutive events) that would otherwise be issuable based on the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, at any time when an Event of Default has occurred and is continuing without cure or the Company shall have failed to meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative then existing Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the Conversion Date ((A-B)*C).

Conversion Price. The “Conversion Price” means the lesser of (i) $5.50 30.00 (the “Fixed Conversion Price”) or (ii) 9392% of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Conversion Price”) and shall be subject to adjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, at any time when an Event of Default has occurred and is continuing without cure or the Company shall have failed to meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the Conversion Date ((A-B)*C).

Conversion Price. i. The “Conversion Price” means Price (A) on the lesser first Trading Day following the BC Closing Date until the first Trading Day prior to the 12-Month Anniversary shall be $10.00, provided that the Conversion Price shall be adjusted on each Trading Day to the lowest per share price to the public in any Conversion Reset Offering consummated by the Company prior to the 12-Month Anniversary, subject to clause (C), and (B) commencing on the 12-Month Anniversary shall be adjusted on each Trading Day to equal the lower of (i) $5.50 3.00 and (ii) the lowest per share price to the public in any Conversion Reset Offering consummated by the Company, subject to clause (C); provided that, (C) upon the occurrence of any Conversion Reset Offering, the Conversion Price may, in the Company’s sole discretion, be adjusted to a price lower than the Conversion Reset Offering price (the “Fixed Conversion Price”) ). Nothing herein shall limit a ▇▇▇▇▇▇’s right to pursue actual damages or (declare an Event of Default pursuant to Section 5 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. ii) 93% . If the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of the lowest daily VWAP of Common Stock, or if the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Conversion Price”) and shall be subject to adjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in Company effects a fractional amountshare combination, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding adjusted based on the foregoingfollowing formula: CR1 = CR0 × OS1 OS0 where, at any time when an Event of Default has occurred and is continuing without cure or the Company shall have failed to meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of CR0 = the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day in effect immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal open of business on the record date of such dividend or distribution, or immediately prior to the Floor Price then in effectopen of business on the effective date of such share split or share combination, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time applicable; CR1 = the Conversion Price (orin effect immediately after the open of business on such record date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such record date or effective date, as applicable, the Alternative Conversion Price) then in before giving effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company dividend, distribution, share split or share combination; and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) OS1 = the number of Ordinary Shares that would have been delivered using the Applicable Conversion Priceshares of Common Stock outstanding immediately after giving effect to such dividend, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the Conversion Date ((A-B)*C)distribution, share split or share combination, as applicable.

Conversion Price. The “Conversion Price” means shall be equal to $0.10 (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $10,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser of (i) $5.50 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Fixed Conversion Price”) or (ii) 93% of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Automatic Conversion Price”) and shall be (ii) the Conversion Price, subject to adjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this NoteCustomary Adjustments. Notwithstanding the foregoing, at any time when the Conversion Price shall not be adjusted below the Floor Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default has occurred pursuant to Article 2 hereof and is continuing without cure or the Company Holder shall have failed the right to meet the Equity Conditions and while pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such failure is continuing, rights shall not prohibit the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) from seeking to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior enforce damages pursuant to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the Conversion Date ((A-B)*C).other Section hereof or under applicable law

Conversion Price. The conversion price in effect on any Conversion Date shall be sixty percent (60%) of the lowest traded price during the fifteen (15) Trading Days immediately prior to the applicable Conversion Date (the “Conversion Price” means ”). Notwithstanding anything herein to the lesser contrary, at any time after the occurrence of (i) $5.50 (any Event of Default, the “Fixed Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Conversion Price”) or (ii) 93% . Upon the occurrence of an Event of Default, without any further action on the part of the lowest daily VWAP of Company or the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Conversion Price”) and shall be subject to adjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amountHolder, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed reduced to include adjustments as provided in this Notean amount equivalent to fifty percent (50%) of the lowest traded price during the fifteen (15) Trading Days immediately prior to the applicable Conversion Date. Notwithstanding All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification, or similar transaction that proportionately decreases or increases the foregoing, at any time when Common Stock during such measuring period. Nothing herein shall limit a H▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default has occurred pursuant to Section 6 hereof and is continuing without cure or the Company Holder shall have failed the right to meet the Equity Conditions and while pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such failure is continuing, rights shall not prohibit the Holder may convert this Note from seeking to enforce damages pursuant to any other Section hereof or under applicable law. If at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is determined hereunder for any conversion would be less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent par value of the Company and Common Stock, then at the sole discretion of the Holder, which the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be an e-mail)increased to include Additional Principal, the Company shall issue a number of Ordinary Shares equal where “Additional Principal” means such additional amount to be added to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal extent necessary to (A) cause the number of Ordinary Shares that conversion shares issuable upon such conversion to equal die same number of conversion shares as would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on issued had the Conversion Date ((A-B)*C)Price not been adjusted by the Holder to the par value price.

Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $0.92 per share, subject to adjustment herein (the “Conversion Price” means ”). In addition, on each Trigger Date, the Conversion Price shall be reduced, and only reduced, to the lesser of (ix) $5.50 the then Conversion Price, as adjusted and taking into consideration any prior resets, or (y) the average of the two lowest VWAPs during the 10 Trading Days immediately prior to each such Trigger Date (the “Fixed Reset Conversion Price”) or (ii) 93% of , which shall thereafter be the lowest daily VWAP of the Ordinary Shares during the ten new Conversion Price, subject to further adjustment hereunder, and each such 10 Trading Day period ending on the Trading Day immediately prior shall be referred to delivery or deemed delivery herein as a “Measurement Period”). The Company shall notify each Holder of the applicable adjustment to the Conversion Price as of such date (a “Trigger Date Adjustment Notice”). For purposes of clarification, whether or not the Company provides a Trigger Date Adjustment Notice pursuant to this Section 4(b), Holder shall receive a number of Conversion Shares based upon the Conversion Price as adjusted pursuant to this Section, regardless of whether a Holder accurately refers to such price in any Notice of Conversion. For clarity and avoidance of doubt, the Holder is not subject to any trading restrictions during a Measurement Period. Notwithstanding the foregoing, in no event shall the Reset Conversion Price be reduced pursuant to this Section 4(b) or Section 5(b) below to less than $0.20 per share, subject to adjustment for reverse stock splits and the like (the “Variable Minimum Conversion Price”) and in no event shall be subject to adjustment as provided herein. Provided, however, that if any the number of Conversion Price under Shares issuable hereunder exceed the foregoing definition results in a fractional amount, principal amount of this Debenture divided by the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, at any time when an Event of Default has occurred and is continuing without cure or the Company shall have failed to meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Minimum Conversion Price. The Fixed For purposes of clarification, in no event shall the number of Conversion Price shall have a one-time reset at the 6-month anniversary Shares issuable pursuant to Conversion of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effectthis Debenture exceed 5,000,000 shares, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company for reverse stock splits and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the Conversion Date ((A-B)*C)like.

Conversion Price. The “conversion price for each conversion shall be $1.50. The Lender may choose the Alternate Conversion Price” means the lesser of (i) $5.50 (the “Fixed Conversion Price”) or (ii) 93Price equal to 85% of the lowest daily VWAP average of the Ordinary Shares three lowest Trading Prices (as defined below) during the previous ten (10) Trading Day period ending on the latest complete Trading Day immediately prior to delivery Notice of Conversion (subject to equitable adjustments for stock splits, stock dividends or deemed rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, similar events and Conversion Adjustments as set forth in this Note) as reported on the Nasdaq, OTCQB or applicable trading market or as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or as reported on the principal securities exchange or trading market where such security is listed or traded. In the event the Company receives a Notice of Conversion that elects the Alternate Conversion Price, the Company may, at its option, elect to satisfy its obligation under such conversion with payment in cash in an amount equal to 110% of the conversion amount. Once the registration statement is effective, Company shall provide standing instructions to the Holder on whether Company will be electing the cash payment over conversion so as to avoid unnecessary time and expense for Holder in prepare all documentation necessary for a conversion. Company may change their standing instructions by providing 60 days notice to the Holder. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. At any time after the note is funded, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Note. If in the case of both of the above, an additional cumulative 25% discount shall apply. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date, an additional 15% discount will be attributed to the Conversion Price. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC Pink, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Common Stock has a closing bid which is 5% or lower than the closing bid price on the day the Notice of Conversion was submitted. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. Notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price and (ii) a 20% discount to the offering price to investors in the Primary Offering. The Borrower shall provide the Holder no less than ten (10) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith. To the extent the Conversion Price is below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. In the event the Borrower has a DTC “Chill” on its shares, an additional discount of ten percent (10%) shall apply to the Conversion Price while that “Chill” is in effect. For purposes of this section, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then the Conversion Notice Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. The Conversion Price is subject to full ratchet anti-dilution in the event that the Company issues any Common Stock at a per share price lower than the Conversion Price (each a “Variable Conversion Dilutive Price”) and shall be subject to adjustment as provided herein. Providedthen in effect, provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, at any time when an Event of Default has occurred and is continuing without cure or the Company Holder shall have failed the sole discretion in deciding whether to meet the Equity Conditions and while utilize such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Dilutive Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower instead of the Conversion Price (with otherwise in effect at the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% time of the daily VWAP respective conversion. Holder shall be entitled to deduct one thousand nine hundred dollars from the conversion amount in each Notice of the Ordinary Shares for the Trading Day immediately prior Conversion to the Reset Datecover Holder’s deposit fees associated with each Notice of Conversion. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At If at any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is determined hereunder for any conversion would be less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent par value of the Company and Common Stock, then at the sole discretion of the Holder, which the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be an e-mail)increased to include Additional Principal, the Company shall issue a number of Ordinary Shares equal where “Additional Principal” means such additional amount to be added to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal extent necessary to (A) cause the number of Ordinary Shares that conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on issued had the Conversion Date ((A-B)*C)Price not been adjusted by the Holder to the par value price.

Conversion Price. The “As used herein, the term Conversion Price” means Price shall be the lesser product of (i) $5.50 (the “Fixed Conversion Price”) or (ii) 93% average closing bid quotation of the lowest daily VWAP Common Stock as reported on the over-the-counter market, or the closing sale price if listed on a national securities exchange, for the five (5) trading days immediately preceding the date of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice referred to in Section 3(e) below multiplied by (the “Variable Conversion Price”) and shall be subject to adjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Noteii).75. Notwithstanding the foregoing, at any time when an Event of Default has occurred and is continuing without cure or the Company shall have failed to meet Conversion Price shall, in no event, be less than $1.50 (the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative "Minimum Conversion Price. The Fixed "); provided, however, that the Minimum Conversion Price shall have a one-time reset at be subject to reduction as follows: (i) in the 6-month anniversary of event that during the Original Issuance Date period commencing June 1, 1997 through December 31, 1997 (the “Reset Date”"Adjustment Period") the Corporation fails to ship 2,500 projectors (i.e., 417 projectors per month, the lower of "Monthly Shipment") or fails to receive $12,500,000 in projector revenues (i.e., $2,085,000 per month, the Conversion Price (with "Monthly Revenues") then, the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Minimum Conversion Price shall be reduced by $.50; provided, however, that in the event that the Company fails to either ship during any month of the Adjustment Period, the Monthly Shipment, or fails to generate during any month of the Adjustment Period the Monthly Revenues, the Minimum Conversion Price shall be reduced by $.083 (the "Monthly Reduction"); provided, further, that in any month after there has been one or more Monthly Reductions during the Adjustment Period (a "Subsequent Month"), the aggregate Monthly Shipments during the Adjustment Period or the aggregate Monthly Revenues during the Adjustment Period equal or exceed the shipments or revenues, as the case may be, that the Company was required to have an initial floor price equal achieved, on a cumulative basis, as of any such Subsequent Month, then notwithstanding any reduction in the Minimum Conversion Price due to the Floor fact that the Company previously failed to achieve either the Monthly Shipments or Monthly Revenues for a particular month or months, the Minimum Conversion Price then shall be restored to $1.50 until such time that the Company fails to achieve Monthly Shipments and Monthly Revenues during a month during the Adjustment Period, in effectwhich event, the Minimum Conversion Price shall be appropriately reduced by the Monthly Reduction, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the Conversion Date ((A-B)*C)foregoing provisions.

Conversion Price. The Subject to adjustments as provided in Sections 4.2 and 4.3, the price at which ADSs will be delivered upon conversion (the “Conversion Price” means ”) will be the lesser of (i) $5.50 U.S. dollar amount equal to 0.92 (the “Fixed Conversion PriceDiscount”) or times the lowest of: (i) the VWAP of the ADSs over the period from and including the Original Issue Date to and including the Conversion Date; (ii) 93% of the lowest daily VWAP of the Ordinary Shares during ADSs over the ten five Trading Day Day-period ending on including the Conversion Date and the four Trading Day immediately prior to delivery or deemed delivery Days preceding such Conversion Date; and (iii) the fixed price of the applicable Conversion Notice US$8.00 (the “Variable Conversion Fixed Price”) and shall be ), subject to adjustment adjustments as provided hereinin Article 4. Provided, however, that if any the Conversion Price under calculated using the foregoing definition results in a fractional amountabove formula is higher than the U.S. dollar amount calculated by multiplying the Fixed Discount times the VWAP of the ADSs over the period from and including the Receipt Confirmation Date to and including the date of delivery of the ADSs to the converting Holder (the “Reference Conversion Price” and such period, the fractional amount shall “Reference Conversion Price Period”), then the Conversion Price will be rounded down deemed to be the “Reference Conversion Price” and an additional number of ADSs will be delivered to the nearest whole cent. For avoidance converting Holder as soon as reasonably practicable and no later than five Business Days from the end of doubtthe Reference Conversion Price Period, all references in this Note such that the total number of ADSs delivered to such converting Holder will be equal to the Fixed total number of ADSs that would have been deliverable had the number of ADSs initially delivered to the converting Holder been calculated using the Reference Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this NotePrice. Notwithstanding the foregoing, at any time when an Event of Default has occurred and is continuing without cure in no event will the Conversion Price or the Company shall have failed to meet the Equity Conditions and while such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Reference Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date be less than US$2.78 (the “Reset DateNBV Price”) ), subject to the lower adjustments as provided in Article 4. In all calculations of the Conversion Price (with Price, if the Variable relevant Conversion Price determined as if Notice is delivered to the Company on a day that is not a Trading Day, the Conversion Notice was will be deemed to have been delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the next day that is a Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the Conversion Date ((A-B)*C)Day.

Conversion Price. The “Conversion Price” means conversion price for each conversion shall be equal to the lesser of (i) $5.50 (the “Fixed Conversion Price”) .22 or (ii) 9380% of the lowest daily VWAP average of the Ordinary Shares 5 lowest trading prices of the common stock during the ten previous twenty (20) Trading Day period ending on the Trading Day immediately prior to delivery the Conversion Date (subject to equitable adjustments for stock splits, stock dividends or deemed rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, similar events and Conversion Adjustments as set forth in this Note) as reported on the Nasdaq, NYSE, OTCQB or applicable trading market or as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or as reported on the principal securities exchange or trading market where such security is listed or traded or, if no VWAP of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. At any time after the note is funded, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Note. If in the case that the Borrower’s Common Stock is not trading on a listed exchange, an additional 15% discount shall apply for all future conversions under all Note. If in the case of both of the above, an additional cumulative 25% discount shall apply. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date, an additional 15% discount will be attributed to the Conversion Price. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Nasdaq, NYSE, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Common Stock has a closing bid which is 5% or lower than the closing bid price on the day the Notice of Conversion was submitted. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. Notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price and (ii) a 20% discount to the offering price to investors in the Primary Offering. The Borrower shall provide the Holder no less than ten (10) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith. To the extent the Conversion Price is below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. In the event the Borrower has a DTC “Chill” on its shares, an additional discount of ten percent (10%) shall apply to the Conversion Price while that “Chill” is in effect. For purposes of this section, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then the Conversion Notice Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. The Conversion Price is subject to full ratchet anti-dilution in the event that the Company issues any Common Stock at a per share price lower than the Conversion Price (each a “Variable Conversion Dilutive Price”) and shall be subject to adjustment as provided herein. Providedthen in effect, provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, at any time when an Event of Default has occurred and is continuing without cure or the Company Holder shall have failed the sole discretion in deciding whether to meet the Equity Conditions and while utilize such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Dilutive Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower instead of the Conversion Price (with otherwise in effect at the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% time of the daily VWAP respective conversion. Holder shall be entitled to deduct one thousand nine hundred dollars from the conversion amount in each Notice of the Ordinary Shares for the Trading Day immediately prior Conversion to the Reset Datecover Holder’s deposit fees associated with each Notice of Conversion. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At If at any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is determined hereunder for any conversion would be less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent par value of the Company and Common Stock, then at the sole discretion of the Holder, which the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be an e-mail)increased to include Additional Principal, the Company shall issue a number of Ordinary Shares equal where “Additional Principal” means such additional amount to be added to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal extent necessary to (A) cause the number of Ordinary Shares that conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on issued had the Conversion Date ((A-B)*C)Price not been adjusted by the Holder to the par value price.

Conversion Price. The “Conversion Price” means conversion price for each conversion shall be equal to the lesser of (i) $5.50 (the “Fixed Conversion Price”) .1625 or (ii) 9380% of the lowest daily VWAP of Volume Weighted Average Price (“VWAP”) the Ordinary Shares lowest Volume Weighted Average Price (“VWAP”) during the previous ten (10) Trading Day period ending on the Trading Day immediately prior to delivery the Conversion Date (subject to equitable adjustments for stock splits, stock dividends or deemed rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, similar events and Conversion Adjustments as set forth in this Note) as reported on the Nasdaq, NYSE, OTCQB or applicable trading market or as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or as reported on the principal securities exchange or trading market where such security is listed or traded or, if no VWAP of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. At any time after the note is funded, if in the case that the Borrower’s Common Stock is not deliverable by DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions under all Notes. If in the case that the Borrower’s Common Stock is not trading on a listed exchange, an additional 15% discount shall apply for all future conversions under all Note. If in the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Note. If in the case of both of the above, an additional cumulative 25% discount shall apply. Additionally, if the Borrower ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date, an additional 15% discount will be attributed to the Conversion Price. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the Nasdaq, NYSE, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Common Stock has a closing bid which is 5% or lower than the closing bid price on the day the Notice of Conversion was submitted. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. Notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price and (ii) a 20% discount to the offering price to investors in the Primary Offering. The Borrower shall provide the Holder no less than ten (10) business days’ notice of the anticipated closing of a Primary Offering and an opportunity to exercise its conversion rights in connection therewith. To the extent the Conversion Price is below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law, provided however that the Borrower agrees to honor all conversions submitted pending this increase. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. In the event the Borrower has a DTC “Chill” on its shares, an additional discount of ten percent (10%) shall apply to the Conversion Price while that “Chill” is in effect. For purposes of this section, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then the Conversion Notice Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time, then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder, with the adjusted Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately preceding sentences. The Conversion Price is subject to full ratchet anti-dilution in the event that the Company issues any Common Stock at a per share price lower than the Conversion Price (each a “Variable Conversion Dilutive Price”) and shall be subject to adjustment as provided herein. Providedthen in effect, provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, at any time when an Event of Default has occurred and is continuing without cure or the Company Holder shall have failed the sole discretion in deciding whether to meet the Equity Conditions and while utilize such failure is continuing, the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Dilutive Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower instead of the Conversion Price (with otherwise in effect at the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% time of the daily VWAP respective conversion. Holder shall be entitled to deduct one thousand nine hundred dollars from the conversion amount in each Notice of the Ordinary Shares for the Trading Day immediately prior Conversion to the Reset Datecover Holder’s deposit fees associated with each Notice of Conversion. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At If at any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is determined hereunder for any conversion would be less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent par value of the Company and Common Stock, then at the sole discretion of the Holder, which the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be an e-mail)increased to include Additional Principal, the Company shall issue a number of Ordinary Shares equal where “Additional Principal” means such additional amount to be added to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal extent necessary to (A) cause the number of Ordinary Shares that conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on issued had the Conversion Date ((A-B)*C)Price not been adjusted by the Holder to the par value price.

Conversion Price. The “Conversion Price” means shall be equal to $3.50 (the “Base Conversion Price”), as such amount may be adjusted, from time to time, pursuant to the provisions of Section 4.4 hereafter. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or similar transaction that proportionately decreases or increases the shares of Common Stock during such measuring period. In addition to the foregoing adjustments, if, at any time while this Note is outstanding, the Company consummates an equity financing pursuant to which it sells Additional Shares of Common Stock or Common Stock Equivalents (collectively, “Next Round Securities”), with a gross aggregate amount of securities sold of not less than $5,000,000, excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the principal purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange (a “Qualified Financing”), then the Base Conversion Price, shall automatically adjusted to the lesser of (i) $5.50 30% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Fixed Conversion Price”) or (ii) 93% of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Automatic Conversion Price”) and shall be (ii) the Base Conversion Price, subject to adjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this NoteCustomary Adjustments. Notwithstanding the foregoing, at any time when the Conversion Price shall not be adjusted below the lower of the Automatic Conversion Price or the Base Conversion Price other than as the result of the adjustments or readjustments pursuant to Section 4.4 hereof. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default has occurred pursuant to Article 2 hereof and is continuing without cure or the Company Holder shall have failed the right to meet the Equity Conditions and while pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such failure is continuing, rights shall not prohibit the Holder may convert this Note at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) from seeking to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior enforce damages pursuant to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder, which may be an e-mail), the Company shall issue a number of Ordinary Shares equal to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on the Conversion Date ((A-B)*C).other Section hereof or under applicable law,

Conversion Price. The conversion price in effect on any Conversion Date shall be sixty percent (60%) of the lowest traded price during the fifteen (15) Trading Days immediately prior to the applicable Conversion Date (the “Conversion Price” means ”). Notwithstanding anything herein to the lesser contrary, at any time after the occurrence of (i) $5.50 (any Event of Default, the “Fixed Holder may require the Company to, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Note into Common Stock at the Conversion Price”) or (ii) 93% . Upon the occurrence of any other Event of Default, without any further action on the part of the lowest daily VWAP of Company or the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Conversion Price”) and shall be subject to adjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amountHolder, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed reduced to include adjustments as provided in this Notean amount equivalent to fifty percent (50%) of the lowest traded price during the fifteen (15) Trading Days immediately prior to the applicable Conversion Date. Notwithstanding All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification, or similar transaction that proportionately decreases or increases the foregoing, at any time when Common Stock during such measuring period. Nothing herein shall limit a ▇▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default has occurred pursuant to Section 6 hereof and is continuing without cure or the Company Holder shall have failed the right to meet the Equity Conditions and while pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such failure is continuing, rights shall not prohibit the Holder may convert this Note from seeking to enforce damages pursuant to any other Section hereof or under applicable law. If at the Alternative Conversion Price. The Fixed Conversion Price shall have a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the Conversion Price (with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor price equal to the Floor Price then in effect, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is determined hereunder for any conversion would be less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent par value of the Company and Common Stock, then at the sole discretion of the Holder, which the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be an e-mail)increased to include Additional Principal, the Company shall issue a number of Ordinary Shares equal where “Additional Principal” means such additional amount to be added to the Conversion Amount divided by such Floor Price and pay the economic difference between the Applicable Conversion Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal extent necessary to (A) cause the number of Ordinary Shares that conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP of the Ordinary Shares on issued had the Conversion Date ((A-B)*C)Price not been adjusted by the Holder to the par value price.