Common use of Conversion Price Clause in Contracts

Conversion Price. The “Conversion Price” means the lesser of (i) $30.00 (the “Fixed Conversion Price”) or (ii) 92% 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 Subject to adjustment as set forth in this Note, the lesser price at which Lender has the right to convert all or any portion of (i) the Outstanding Balance into Ordinary Shares is $30.00 4.00 per Ordinary Share (the “Fixed Conversion Price”). Notwithstanding the foregoing, subject to the written approval of Borrower (which approval will deemed to have been given if Borrower duly executes the affirmation on a Conversion Notice), the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares shall be calculated pursuant to the following formula: a percentage of not less than 75%, multiplied by the lowest daily VWAP during the period of twenty (20) consecutive Trading Days ending on (i) if the Conversion Notice is delivered at or before 4:00 p.m. Eastern Time on a Trading Day or at any time on a day that is not a Trading Day, the Trading Day immediately preceding the day the Conversion Notice is delivered, or (ii) 92% of if the lowest daily VWAP of the Ordinary Shares during the ten Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day period ending on Day, the Trading Day immediately prior to delivery or deemed delivery of on which the applicable Conversion Notice is delivered (the “Variable Alternate Conversion Price”) ” and shall be subject the price applicable to adjustment as provided herein. Provideda Conversion, 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 whether 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 Alternate 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 ). Notwithstanding the Floor Price) is foregoing, the Alternate Conversion Price shall in no event be less than the Floor Price then in effect (unless such Floor Price is lowered with the written consent of the Company and the Holder$0.15 per Ordinary Share, which may minimum amount shall be an e-mail)subject to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, the Company shall issue subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding 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 into a smaller 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)shares.”

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) $30.00 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) 92% 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) $30.00 4.00 (the “Fixed Conversion Price”) or (ii) 92% 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) $30.00 (the “Fixed Conversion Price”) or (ii) 92% 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) $30.00 5.50 (the “Fixed Conversion Price”) or (ii) 9293% 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 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) $30.00 (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) 92% . 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” 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) $30.00 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) 92% 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 “Upon any conversion of this Note, the Conversion Price” means the lesser of Price shall equal Fifty Percent (i50%) $30.00 (the “Fixed Conversion Price”) or (ii) 92% of the lowest daily VWAP of the Ordinary Shares Trading Price (defined below) during the ten Trading Day period ending on Valuation Period (defined below), and the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Conversion Price”) and Amount shall be subject to adjustment as provided herein. Provided, however, that if any the amount of principal or interest electively converted in the 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 PriceNotice. 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 total number of Ordinary Shares shares due under any conversion notice ("Notice Shares") will be equal to the Conversion Amount divided by such Floor Price and pay the economic difference between Conversion Price. On the Applicable date that a Conversion Price Notice is delivered to Holder, the Maker shall deliver an estimated number of shares (without regard "Estimated Shares") to Holder's brokerage account equal to the Floor Conversion Amount divided by 50% of the Market Price. "Market Price" shall mean the lowest of the daily Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The "Valuation Period" shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and such Floor Price clearing of the Notice Shares in cashHolder's brokerage account, as reported by ▇▇▇▇▇▇ ("Valuation Start Date"). For further clarificationIf at any time, one or multiple times, during the economic difference shall be equal to (A) Valuation Period the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus (B) the number of Ordinary Estimated Shares delivered using to Holder is less than the Floor Price multiplied by (C) Notice Shares, the daily VWAP Maker must immediately deliver enough shares equal to the difference. A Conversion Amount will not be considered fully converted until the end of the Ordinary Shares Valuation Period for that Conversion Amount. "Trading Price" means, for any security as of any date, any trading price on the Conversion Date OTC Bulletin Board, or other applicable trading market (the "OTCBB") as reported by a reliable reporting service (A-B)*C)"Reporting Service") mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

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) $30.00 (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) 92% . 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.

Conversion Price. The “conversion price in effect on any Conversion Price” means Date shall be equal to the lesser lower of (i) $30.00 (50% of the “Fixed Conversion Price”) or Common Stock’s price per share as of market close immediately prior to the AR Date and (ii) 9250% of the lowest daily VWAP Common Stock’s price per share as of the Ordinary Shares during the ten Trading Day period ending close of market on the Trading Day immediately prior to delivery or deemed delivery the date 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 effectConversion, subject to adjustment as provided herein. At any set forth herein (the “Conversion Price”); provided, however that if this Note converts in connection with and at the time of a Financing Transaction by the Company receives (whether as a Conversion Notice at a time voluntary conversion pursuant to Section 5(a) above or an automatic conversion pursuant to Section 5(b) above), (i) 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 lower of (A) the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus Price as determined by clauses (i) and (ii) above and (B) fifty percent (50%) of the lowest price per share offered in the Financing Transaction and (ii) if the Financing Transaction entails the issuance of warrants (or similar instruments) to the investors in the Financing Transaction and such warrants (or similar instruments) are issued based on a coverage of more than 150% over the investment amount therein (such excess, in percentage terms, the “Warrant Coverage Excess Percentage”), then Holder shall be entitled to receive, upon conversion of this Note, warrants on the same terms issuable in the Financing Transaction (with the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP warrants to be issued to Holder being calculated based on a Warrant Coverage Excess Percentage of the Ordinary Shares on principal (and interest accrued thereon) of this Note). All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Conversion Date ((A-B)*C)Common Stock during such measuring period.

Conversion Price. The “On the issue date hereof and until such time as an adjustment shall occur, the Conversion Price” means price shall be $1.50 PER SHARE; provided, however, that the lesser of (i) $30.00 (the “Fixed Conversion Price”) or (ii) 92% 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 Price shall be subject to adjustment at the times, and in accordance with the provisions, as provided herein. Provided, however, that if follows: (i) Adjustment for Issuance of Shares at less than the Conversion Price: If and whenever any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount Additional Common Stock shares shall be rounded down to issued by Topro, Inc. (the nearest whole cent. For avoidance of doubt"Stock Issue Date") for a consideration per share less than the Conversion Price, all references then in this Note to each such case the Fixed Conversion Price or any other Conversion Price including the Alternative initial Conversion Price shall be construed reduced to include adjustments as provided a new Conversion Price in this Note. Notwithstanding an amount equal to the foregoingconsideration per share received by the Topro, at any time when an Event Inc. for the additional shares of Default has occurred Common Stock then issued and is continuing the number of shares issuable to Holder upon conversion shall be proportionately increased; and, in the case of shares issued without cure or the Company shall have failed to meet the Equity Conditions and while such failure is continuingconsideration, the initial Conversion Price shall be reduced in amount and the number of shares issued upon conversion shall be increased in an amount so as to maintain for the Holder may the right to convert the Debenture into shares equal in amount to the same percentage interest in the Common Stock of Topro, Inc. as existed for the Holder immediately preceding the Stock Issue Date. The provisions of this Note at Section 6 shall not apply to issuances of the Alternative first 40,000 shares of Additional Common Stock that are sold or granted for less than the Conversion Price. The Fixed Conversion Price above adjustment provision shall have a one-time reset be subject to Topro, Inc.'s right to redeem the Debenture 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 130120% of the daily VWAP par, or a higher price if by effect of the Ordinary Shares for the Trading Day immediately prior to the Reset Date. The Variable Conversion Price shall have an initial floor this Debenture a higher price equal to the Floor Price is 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, within 20 days after the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard to the Floor Price) is Borrower's issuance of additional shares at 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)Conversion Price; however, the Company shall issue a number of Ordinary Shares equal Topro, Inc. right to redeem is subject to the Conversion Amount divided by such Floor Price holder's right to waive said adjustment and pay the economic difference between the Applicable Conversion Price (without regard refuse redemption. Notice provisions for redemption found in Section 5(c) above shall apply 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)redemption right granted above.

Conversion Price. The “conversion price in effect on any Conversion Price” means Date shall be equal to the lesser lower of (i) $30.00 (50% of the “Fixed Conversion Price”) or Common Stock’s price per share as of market close immediately prior to the date hereof and (ii) 9250% of the lowest daily VWAP Common Stock’s price per share as of the Ordinary Shares during the ten Trading Day period ending close of market on the Trading Day immediately prior to delivery or deemed delivery the date 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 effectConversion, subject to adjustment as provided herein. At any set forth herein (the “Conversion Price”); provided, however that if this Note converts in connection with and at the time of a Financing Transaction by the Company receives (whether as a Conversion Notice at a time voluntary conversion pursuant to Section 5(a) above or an automatic conversion pursuant to Section 5(b) above), (i) 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 lower of (A) the number of Ordinary Shares that would have been delivered using the Applicable Conversion Price, minus Price as determined by clauses (i) and (ii) above and (B) fifty percent (50%) of the lowest price per share offered in the Financing Transaction and (ii) if the Financing Transaction entails the issuance of warrants (or similar instruments) to the investors in the Financing Transaction and such warrants (or similar instruments) are issued based on a coverage of more than 150% over the investment amount therein (such excess, in percentage terms, the “Warrant Coverage Excess Percentage”), then Holder shall be entitled to receive, upon conversion of this Note, warrants on the same terms issuable in the Financing Transaction (with the number of Ordinary Shares delivered using the Floor Price multiplied by (C) the daily VWAP warrants to be issued to Holder being calculated based on a Warrant Coverage Excess Percentage of the Ordinary Shares on principal (and interest accrued thereon) of this Note). All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Conversion Date ((A-B)*C)Common Stock during such measuring period.

Conversion Price. (a) The “per share "Conversion Price” means " for conversion of this Note into the lesser of (i) $30.00 (Borrower's Common Stock shall be equal to the “Fixed Conversion Price”) or (ii) 92% closing sale price of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending Common Stock on the Trading Day (as defined below) immediately prior preceding the date of this Note; provided, however, that if, on the date of this Note and the three Trading Days thereafter (the "Window"), neither the Holder nor any Related Party (as defined below) sells or, whether in writing or otherwise, agrees to delivery sell any shares of Common Stock or deemed delivery any option, warrant, instrument or right to convert into, exchange for or acquire Common Stock, then such price shall be reduced to a price equal to the lowest closing sale price, if lower than the price specified above in this sentence, of the applicable Conversion Notice Common Stock during the Window on the principal securities exchange or market on which the Common Stock is then traded as reported on Bloomberg Financial Markets. If any closing sale price of the Common Stock during the Window is lower than the price specified at the beginning of this Section 2.2(a), the Holder shall give the Borrower prompt written notice of any sale of or agreement to sell any Common Stock or option, warrant, instrument or right to convert into, exchange for or acquire Common Stock made by the Holder or a Related Party during the Window. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the NASDAQ National Market, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Related Party" shall mean a member of the Holder's immediate family, including spouse (even if separated or not residing with the Holder) and adult children (even if not residing with the Holder), or an entity (other than the Borrower) of which the Holder or any such immediate family member is an officer, director or beneficial shareholder (determined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Variable "1934 Act")). The Conversion Price shall also be subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalization, reclassifications and similar events. The Artera and DMCI "Conversion Price”) " shall be equal to the initial public offering price of such stock 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”Section 2.2(b) 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)hereof.

Conversion Price. At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The “number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted divided by the Conversion Price” means . The "Conversion Price" shall be equal to the lesser of (i) $30.00 (the “Fixed Conversion Price”) 0.50, or (ii) 9280% of the lowest daily VWAP average of the Ordinary Shares 3 lowest Volume Weighted Average Prices during the ten 20 Trading Day period ending Days prior to ▇▇▇▇▇▇'s election to convert (the percentage figure being a "Discount Multiplier"). The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. If the Holder elects to convert a portion of the Debenture and, on the Trading Day immediately prior to delivery or deemed delivery day that the election is made, the Volume Weighted Average Price per share of the applicable Conversion Notice Company's Common Stock is below $0.08 (the “Variable Conversion "Floor 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 set forth 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-mailSection 3.1(c), the Company shall issue a number have the right, within two (2) Business Days after the Company's receipt of Ordinary Shares equal such Conversion Notice, to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 150% of such amount. In the event that the Company fails to prepay such portion of the Debenture by the delivery of such cash prepayment amount to Holder within two (2) Business Days after the Company's receipt of such Conversion Notice, the Company shall no longer have the right to prepay such portion of the Debenture in lieu of honoring the Conversion Amount divided by such Floor Price Notice and pay shall issue to Holder the economic difference between applicable Common Stock Issued at Conversion set forth in the Applicable Conversion Price (without regard Notice under the terms of this Debenture. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice. Adjustments to 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 Holder of this Debenture is entitled, at its option, at any time after the lesser 6 month anniversary of (i) $30.00 this Debenture, to convert all or any amount of the principal face amount and/or accrued but unpaid interest of this Debenture then outstanding into shares of the Company’s Class A common stock (the “Fixed Common Stock”) at a price (“Conversion Price”) or for each share of Common Stock equal to 60% (iirepresenting a 40% discount) 92% of the lowest daily VWAP traded price of the Ordinary Shares during Common Stock as reported on OTC Markets or exchange which the ten Trading Day period ending on Company’s shares are traded or any quotation service or exchange upon which the Trading Day immediately Common Stock may be traded in the future (“Exchange”), for the twenty prior to delivery trading days including the day upon which a Notice of Conversion is received by the Company or deemed delivery its transfer agent (provided such Notice 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 is delivered by fax or other electronic method of communication to the nearest whole centCompany or its transfer agent after 4 P.M. Eastern). For avoidance of doubt, all references in this Note Notwithstanding anything herein 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 foregoingcontrary, at any time when after the occurrence of any Event of Default the 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 Debenture into Common Stock at the Default Conversion Price. All such determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the 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 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. (a) The “per share "Conversion Price” means " for conversion of this Note into the lesser of Borrower's Common Stock shall be equal to the greater of: (i) $30.00 (the “Fixed Conversion Price”) or (ii) 92% closing sale price of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending Common Stock on the Trading Day (as defined below) immediately prior preceding the date of this Note; provided, however, that if, on the date of this Note and the three Trading Days thereafter (the "Window"), neither the Holder nor any Related Party (as defined below) sells or, whether in writing or otherwise, agrees to delivery sell any shares of Common Stock or deemed delivery any option, warrant, instrument or right to convert into, exchange for or acquire Common Stock, then such price shall be reduced to a price equal to the lowest closing sale price, if lower than the price specified above in this sentence, of the applicable Common Stock during the Window on the principal securities exchange or market on which the Common Stock is then traded as reported on Bloomberg Financial Markets; and (ii) the par value of the Common Stock on the date the Conversion Notice is delivered to the Borrower by the Holder. If any closing sale price of the Common Stock during the Window is lower than the price specified at the beginning of this Section 2.2(a), the Holder shall give the Borrower prompt written notice of any sale of or agreement to sell any Common Stock or option, warrant, instrument or right to convert into, exchange for or acquire Common Stock made by the Holder or a Related Party during the Window. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the NASDAQ National Market, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Related Party" shall mean a member of the Holder's immediate family, including spouse (even if separated or not residing with the Holder) and adult children (even if not residing with the Holder), or an entity (other than the Borrower) of which the Holder or any such immediate family member is an officer, director or beneficial shareholder (determined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Variable "1934 Act")). The Conversion Price shall also be subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalization, reclassifications and similar events. The Artera and DMCI "Conversion Price”) " shall be equal to the initial public offering price of such stock 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”Section 2.2(b) 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)hereof.

Conversion Price. The “conversion price in effect on any Conversion Price” means the lesser of (i) $30.00 (the “Fixed Conversion Price”) or (ii) 92Date, subject to adjustment herein, shall be equal to 65% of the lowest daily VWAP of closing price for the Ordinary Shares during the ten Trading Day period ending Company’s Common Stock on the Trading Day immediately Market for the 20 Trading Days prior to delivery the conversion; provided that or deemed delivery if the shares of Common Stock are not traded on a Trading Market but is quoted on the OTC-Pink or other tier of the applicable Conversion Notice (over-the-counter market operated by OTC Markets Group, Inc., then 65% of the “Variable Conversion Price”) lowest closing price for the Company’s Common Stock on the Trading Market for the 20 Trading Days prior to the conversion and if the Common Stock is not traded on the over-the-counter markets, 65% of the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchaser and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. If, after 90 days from May 9, 2017 the Company has not registered its Common Stock under Section 12(b) or 12(g) of the Exchange Act, or at any time beginning 180 days from May 9, 2017, the Company has not timely filed (or obtained extensions in respect thereof and filed within the applicable grace period) all reports and other filings required to be filed by the Company pursuant to the Exchange Act than the 65% referenced in this Section shall instead be 50%. The Conversion Price shall not be lower than $.001 per share 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 NoteSection 5. Notwithstanding the foregoing, at any time when after the occurrence of any Event of Default the Holder may, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Debenture into Common Stock at the Default Conversion Price. 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 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. Subject to the adjustments described herein, the Conversion Price shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by BYOC relating to BYOC’s securities or the securities of any subsidiary of BYOC, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 90% multiplied by the Market Price (as defined herein) (representing a discount rate of 10%). “Market Price” means the lesser of (i) $30.00 (the “Fixed Conversion Price”) or (ii) 92% of the lowest daily VWAP of the Ordinary Shares closing bid price for BYOC’s common stock during the ten twenty (20) Trading Day period ending on the latest complete Trading Day immediately prior to delivery or deemed delivery the Conversion Date. “Trading Price” means, for any security as of any date, the applicable Conversion Notice lowest closing bid price on the Over-the-Counter Bulletin Board (the “Variable Conversion PriceOTCBB”), OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”) and shall be subject to adjustment as provided herein. Providedor, howeverif the OTCBB is not the principal trading market for such security, that the trading price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no trading price of such security is available in any Conversion Price under of the foregoing definition results in a fractional amountmanners, 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 average of the Original Issuance Date (trading prices of any market makers for such security that are listed in the “Reset Date”) to pink sheets” by the lower of National Quotation Bureau, Inc. To the extent the Conversion Price (with of BYOC’s common stock closes below the Variable Conversion Price determined as if par value per share, BYOC will take all steps necessary to solicit the Conversion Notice was delivered on the Reset Date) and 130% consent of the daily VWAP of stockholders to reduce the Ordinary Shares for the Trading Day immediately prior par value to the Reset Datelowest value possible under law. The Variable Conversion Price shall have an initial floor price equal BYOC agrees to the Floor Price then in effecthonor all conversions submitted pending this adjustment. Furthermore, subject to adjustment as provided herein. At any time the Company receives a Conversion Notice at a time the Conversion Price may be adjusted downward if, within three (or, as applicable3) business days of the transmittal of the Notice of Conversion to BYOC, the Alternative common stock of BYOC has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. If the shares of BYOC’s common stock have not been delivered within three (3) business days to the Holder of the Series A Preferred Units, the Notice of Conversion Price) then may be rescinded. If in effect the case that BYOC’s commons stock is not deliverable by DWAC (including if the BYOC’s transfer agent has a policy prohibiting or limiting delivery of shares of the BYOC’s common stock specified in a Notice of Conversion), an additional 10% discount will apply for all future conversions. If in the case that BYOC’s common stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 7.5% discount shall apply for all future conversions while the “Applicable Conversion Price”) (without regard chill” is in effect. If in the case of both of the above, an additional cumulative 17.5% discount shall apply. Additionally, if BYOC ceases to be a reporting company pursuant to the Floor Price) is less than 1934 Act or if 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).Series A Preferred Units

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) $30.00 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) 92% 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. (a) The “per share "Conversion Price” means " for conversion of this Note into the lesser of Borrower's Common Stock shall be equal to the greater of: (i) $30.00 (the “Fixed Conversion Price”) or (ii) 92% closing sale price of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending Common Stock on the Trading Day (as defined below) immediately prior to delivery or deemed delivery preceding the date of the applicable Conversion Notice (the “Variable Conversion Price”) and shall be subject to adjustment as provided herein. Providedthis Note; provided, however, that if if, on the date of this Note and the three Trading Days thereafter (the "Window"), neither the Holder nor any Conversion Price under the foregoing definition results Related Party (as defined below) sells or, whether in a fractional amountwriting or otherwise, the fractional amount agrees to sell any shares of Common Stock or any option, warrant, instrument or right to convert into, exchange for or acquire Common Stock, then such price shall be rounded down reduced 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 lowest closing sale price, if lower than the price specified above in this sentence, of the Common Stock during the Window on the principal securities exchange or market on which the Common Stock is then in effect, subject to adjustment traded as provided herein. At any time reported on Bloomberg Financial Markets; and (ii) the Company receives a par value of the Common Stock on the date the Conversion Notice at a time the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect (the “Applicable Conversion Price”) (without regard is delivered to the Floor Price) Borrower by the Holder. If any closing sale price of the Common Stock during the Window is less lower than the Floor Price then in effect (unless such Floor Price is lowered with price specified at the written consent beginning of the Company and the Holder, which may be an e-mailthis Section 2.2(a), the Company Holder shall issue give the Borrower prompt written notice of any sale of or agreement to sell any Common Stock or option, warrant, instrument or right to convert into, exchange for or acquire Common Stock made by the Holder or a number Related Party during the Window. "Trading Day" shall mean any day on which the Common Stock is traded for any period on the NASDAQ National Market, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. "Related Party" shall mean a member of Ordinary Shares equal to the Conversion Amount divided by Holder's immediate family, including spouse (even if separated or not residing with the Holder) and adult children (even if not residing with the Holder), or an entity (other than the Borrower) of which the Holder or any such Floor Price and pay immediate family member is an officer, director or beneficial shareholder (determined under Rule 13d-3 under the economic difference between Securities Exchange Act of 1934, as amended (the Applicable "1934 Act")). The Conversion Price (without regard shall also be subject to the Floor Price) equitable adjustments for stock splits, stock dividends, combinations, recapitalization, reclassifications and such Floor Price in cashsimilar events. 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).The Artera and DMCI "Conversion

Conversion Price. The conversion price (the “Conversion Price”) shall be equal to the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or 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 and similar events). The "Variable Conversion Price" shall mean sixty percent (60%) multiplied by the Market Price (as defined herein); provided, however, that if, after the Issue Date, the Borrower issues a convertible promissory note to any Person other than the Holder or its Affiliates which contains a conversion price (the “Third-Party Conversion Price”) which the Borrower and the Holder agree in writing, after good faith negotiations, is less than the effective Variable Conversion Price (after giving effect to any shares of Common Stock issued, or issuable, to the Holder or its Affiliates in connection with this Note or any other agreement between the Borrower and the Holder), then the Variable Conversion Price shall be reduced to the Third-Party Conversion Price. “Market Price” means the lesser lowest closing bid price in the fifty Trading Days prior to the applicable Conversation Date. In the event that a bid price does not exist for one of the twenty days used to calculate the Market Price, then instead of using zero, the lower of .0001 or half of the closing ask shall be utilized instead. “Trading Day” shall mean any day on which the Common Stock is traded on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (i) $30.00 (or if such exchange or market does not designate in advance the “Fixed closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time). The Conversion Price”) or (ii) 92% Price set forth herein shall be reduced an additional ten percent of the lowest daily VWAP of closing bid price in the Ordinary Shares during the ten fifty Trading Day period ending on the Trading Day immediately Days prior to delivery or deemed delivery of the applicable Conversion Notice (Date for each Public Information Failure. If the “Variable Conversion Price”) and Company is late in any of their filings with the SEC, such lateness shall constitute a Public Information Failure. For purposes of clarity, it is understood that if there shall be subject to adjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amountPublic Information Failure which is cured and then repeated once, 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 reduced 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 additional twenty percent of the Original Issuance Date (average closing bid price in 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 fifty Trading Day immediately Days prior to the Reset applicable Conversion Date. The Variable Conversion Price shall have an initial floor price equal may be adjusted pursuant 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 other terms 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)this Note.

Conversion Price. The conversion price (the “Conversion Price” means ”) in effect on any Conversion Date shall be equal to the lesser lowest of (i) the fixed conversion price of $30.00 0.045 (the “Fixed Conversion Price”), (i) or (ii) 9270% of the lowest daily VWAP of the Ordinary Shares during Common Stock for the ten (10) consecutive Trading Day period ending on prior to the Conversion Date or (iii) 70% of the lowest closing bid price of the Common Stock for the ten (10) consecutive Trading Day immediately period prior to delivery or deemed delivery of the applicable Conversion Notice Date, subject to adjustment herein (the “Variable Conversion Price”) and ); provided, however, if a Triggering Event occurs the Conversion Price shall be thereafter reduced, and only reduced, to equal 60% of the lower of (i) the lowest closing bid price of the Common Stock and (ii) the lowest VWAP of the Common Stock, in either case, for the thirty (30) consecutive Trading Day period prior to the Conversion Date, subject to adjustment as provided herein. ProvidedAll such foregoing determinations will be appropriately adjusted for any stock dividend, howeverstock split, stock combination, reclassification or similar transaction that if proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a ▇▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 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. In addition to the above adjustments to the Conversion Price under Price, on the foregoing definition results in a fractional amount90th day and also on the 180th day from the date hereof, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to Purchasers may reset the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall to thereafter 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”) equal 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 Common Stock for such day or if such 90th or 180th day is not a Trading Day, then the VWAP for the immediately preceding 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) $30.00 (the “Fixed Conversion Price”) .1625 or (ii) 9280% 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 number of shares of Qualifying Convertible Preferred Stock issuable upon the conversion of this Note pursuant to Section 1.2 above shall equal to the quotient obtained by dividing (a) the entire principal amount of this Note plus accrued and unpaid interest thereon through the Maturity Date, by (b) a conversion price (the “Conversion Price” means ”) equal to the lesser of (ix) the quotient obtained by dividing $30.00 45.0 million by the aggregate number of outstanding shares of the Company’s Common Stock (the “Fixed Conversion PriceCommon Stock”) on the Maturity Date (assuming, solely for the purpose of determined the aggregate number of shares of Common Stock deemed to be outstanding on the Maturity Date, the full conversion, exercise or exchange of all securities outstanding on the Maturity Date convertible into, exercisable or exchangeable for, or otherwise giving the holder thereof the right to subscribe for or otherwise acquire, shares of Common Stock (iiwith or without additional consideration), other than the Notes), and, (y) 92in the event that the Company consummates one or more Subsequent Rounds (as defined below) on or prior to the Maturity Date, 50% of the lowest daily VWAP highest cash per share price paid or deemed to be paid by the investors in such Subsequent Round for the Equity Securities issued in the Subsequent Round (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Ordinary Shares during Common Stock occurring after the ten Trading Day period ending closing of the Subsequent Round and on the Trading Day immediately or prior to delivery or deemed delivery the Maturity Date). No fractional shares of Qualifying Preferred Stock will be issued and any fractional share interest shall be rounded upward to the nearest whole share. As used herein: (I) “Qualifying Convertible Preferred Stock” means a newly created series of convertible preferred stock of the applicable Conversion Notice (the “Variable Conversion Price”) and Company, which Qualifying Convertible Preferred Stock shall be subject pari passu as to adjustment as provided herein. Provideddividends and upon liquidation on an proportionate basis with, and have all other rights and privileges as, the most senior class or series of the Company’s preferred stock then outstanding; 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 such Qualifying Preferred Stock shall have failed to meet the Equity Conditions “full-ratchet” antidilution rights 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 will have an initial floor original issue price equal to the Floor Price then Conversion Price; (II) “Equity Securities” means shares of the Company’s capital stock or any securities convertible into, exercisable or exchangeable for, or otherwise giving the holder thereof the right to subscribe for or otherwise acquire, shares of the Company’s capital stock (with or without additional consideration), except that such defined term shall not include any award issued by the Company to any employee, director or consultant in effectsuch capacity pursuant to the terms of any plan, subject agreement or other arrangement described in the Memorandum or any Equity Securities issuable pursuant to adjustment as provided herein. At such award; and (III) “Subsequent Round” means the issuance and sale by the Company of Equity Securities at any time after the First Closing in one or more arms-length equity financings resulting in gross proceeds to the Company receives a Conversion Notice of at a time the Conversion Price (orleast $3.0 million, as applicableprovided, 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 that if the Company and consummates more than one Subsequent Round, “Subsequent Round” shall mean the Holder, which may be an e-mail), first Subsequent Round consummated by 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)Company.

Conversion Price. The “conversion price in effect on any Conversion Price” means the lesser of (i) $30.00 (the “Fixed Conversion Price”) or (ii) 92Date shall be equal to 50% of the lowest daily VWAP traded price of the Ordinary Shares during Common Stock for the ten twenty Trading Day period ending on the Trading Day immediately Days prior to delivery or deemed delivery of the applicable such Conversion Notice Date subject to adjustment herein (the “Variable Conversion Price”) and shall be subject to adjustment as provided herein). Provided, however, that if any The Conversion Price under will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the foregoing definition results in a fractional amount, the fractional amount shall be rounded down Common Stock during such measuring period. Notwithstanding anything herein 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 foregoingcontrary, at any time when after the occurrence of any Event of Default the Holder may, at such Holder’s option and otherwise in accordance with the provisions for conversion herein, convert all or any part of this Debenture into Common Stock at the Default Conversion Price. 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 at from seeking to enforce damages pursuant to any other Section hereof or under applicable law. 2. R▇▇▇▇ ▇▇▇▇▇▇ and V▇▇▇▇▇ ▇▇▇▇▇ shall have entered into a Stock Pledge Agreement in favor of Bezalel Partners LLC in the Alternative Conversion Priceform of Stock Pledge Agreement attached hereto as Exhibit A. 3. The Fixed Conversion Price Holders hereby consent to the Company’s sale of a $200,000.00 principal amount Convertible Debenture Due July 20, 2021 at par value to R & T Sports Marketing, Inc. 4. Each Holder warrants and represents that each Holder is the beneficial owner of the portion of the Convertible Debt set forth on the signature page below, free and clear of all mortgages, pledges, restrictions, liens, charges, encumbrances, security interests, obligations or other claims and has the authority to enter into this Amendment. 5. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Convertible Debentures. All initial capitalized terms used in this Amendment shall have a one-time reset at the 6-month anniversary same meaning as set forth in the Convertible Debentures unless otherwise provided. Except as specifically modified hereby, all of the Original Issuance Date (the “Reset Date”) to the lower provisions of the Conversion Price (Convertible Debentures which are not in conflict with the Variable Conversion Price determined as if the Conversion Notice was delivered on the Reset Date) terms of this Amendment shall remain in full force 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 conversion price for each conversion shall be equal to the lesser of (i) $30.00 (the “Fixed Conversion Price”) .22 or (ii) 9280% 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.