Common use of Conversion Price Clause in Contracts

Conversion Price. Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares is $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) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event be less than $0.15 per Ordinary Share, which minimum amount shall be subject to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Shares into a smaller number of shares.”

Conversion Price. Subject to adjustment as set forth in this Note, The “Conversion Price” means the price at which Lender has the right to convert all or any portion lesser of the Outstanding Balance into Ordinary Shares is (i) $4.00 per Ordinary Share 5.50 (the “Fixed Conversion Price”)) or (ii) 93% of the lowest daily VWAP of the Ordinary Shares during the ten Trading Day period ending on the Trading Day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (the “Variable Conversion Price”) and shall be subject to adjustment as provided herein. Provided, however, that if any Conversion Price under the foregoing definition results in a fractional amount, the fractional amount shall be rounded down to the nearest whole cent. For avoidance of doubt, all references in this Note to the Fixed Conversion Price or any other Conversion Price including the Alternative Conversion Price shall be construed to include adjustments as provided in this Note. Notwithstanding the foregoing, subject 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 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 lower of the Outstanding Balance into Ordinary Shares shall be calculated pursuant to Conversion Price (with 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) Variable Conversion Price determined as if the Conversion Notice is was 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 Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately preceding prior to the day 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 Notice is deliveredPrice (or, or (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Dayas applicable, the Trading Day on which the Conversion Notice is delivered (the “Alternate Alternative Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate 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). Notwithstanding the foregoing, the Alternate 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 shall (without regard to the Floor Price) and such Floor Price in no event be less than $0.15 per Ordinary Sharecash. For further clarification, which minimum amount the economic difference shall be subject equal to equitable adjustment in (A) the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding number of Ordinary Shares into a greater that would have been delivered using the Applicable Conversion Price, minus (B) the number of shares or combines its outstanding Ordinary Shares into a smaller number delivered using the Floor Price multiplied by (C) the daily VWAP of sharesthe Ordinary Shares on the Conversion Date ((A-B)*C).”

Conversion Price. Subject to adjustment as set forth in this Note, The “Conversion Price” means the price at which Lender has the right to convert all or any portion lesser of the Outstanding Balance into Ordinary Shares is (i) $4.00 per Ordinary Share (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, subject 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 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 lower of the Outstanding Balance into Ordinary Shares shall be calculated pursuant to Conversion Price (with 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) Variable Conversion Price determined as if the Conversion Notice is was 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 Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately preceding prior to the day 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 Notice is deliveredPrice (or, or (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Dayas applicable, the Trading Day on which the Conversion Notice is delivered (the “Alternate Alternative Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate 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). Notwithstanding the foregoing, the Alternate 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 shall (without regard to the Floor Price) and such Floor Price in no event be less than $0.15 per Ordinary Sharecash. For further clarification, which minimum amount the economic difference shall be subject equal to equitable adjustment in (A) the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding number of Ordinary Shares into a greater that would have been delivered using the Applicable Conversion Price, minus (B) the number of shares or combines its outstanding Ordinary Shares into a smaller number delivered using the Floor Price multiplied by (C) the daily VWAP of sharesthe Ordinary Shares on the Conversion Date ((A-B)*C).”

Conversion Price. Subject to adjustment as set forth in this Note, The “Conversion Price” means the price at which Lender has the right to convert all or any portion lesser of the Outstanding Balance into Ordinary Shares is (i) $4.00 per Ordinary Share 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, subject 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 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 lower of the Outstanding Balance into Ordinary Shares shall be calculated pursuant to Conversion Price (with 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) Variable Conversion Price determined as if the Conversion Notice is was 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 Reset Date) and 130% of the daily VWAP of the Ordinary Shares for the Trading Day immediately preceding prior to the day 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 Notice is deliveredPrice (or, or (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Dayas applicable, the Trading Day on which the Conversion Notice is delivered (the “Alternate Alternative Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate 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). Notwithstanding the foregoing, the Alternate 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 shall (without regard to the Floor Price) and such Floor Price in no event be less than $0.15 per Ordinary Sharecash. For further clarification, which minimum amount the economic difference shall be subject equal to equitable adjustment in (A) the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding number of Ordinary Shares into a greater that would have been delivered using the Applicable Conversion Price, minus (B) the number of shares or combines its outstanding Ordinary Shares into a smaller number delivered using the Floor Price multiplied by (C) the daily VWAP of sharesthe Ordinary Shares on the Conversion Date ((A-B)*C).”

Conversion Price. Subject to adjustment adjustments pursuant to Section 7, this Debenture will have an initial conversion price equal to $15.6269 (such price, as set forth Reset (as defined below) and as adjusted in accordance with Section 7 of this Note, the price at which Lender has the right to convert all or any portion Debenture Section 3.9 of the Outstanding Balance into Ordinary Purchase Agreement and Section 2(b)(i) of the Registration Rights Agreement, shall be referred to herein as the "Conversion Price"). On August 23, 2000, February 23, 2001, August 23, 2001 and February 23, 2002, only if the average of the Market Price for Shares is $4.00 per Ordinary Share of Common Stock for the ten (10) Trading Days following such respective date (the “Fixed Conversion Price”). Notwithstanding "Reset Pricing Period") is lower than 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) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate current Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall reset ("Reset") to 100% of such average (subject to further adjustment in no event each case). The Conversion Price shall not be less than $0.15 per Ordinary Shareincreased 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 minimum amount 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 equitable further adjustment so that it shall thereafter be equal to the lesser of (x) the lowest Market Price for Shares of Common Stock during any of the five (5) days prior to the date that the Holder submits a Conversion Notice (as defined below) to the Company and (y) the Conversion Price otherwise applicable at such time, subject to further adjustment in each case. Provided, however, that at no such time shall the event Borrower issues additional shares issuable as a dividend payable result of this Section 5(c) result in Ordinary Sharesmore than 400,000 shares (as adjusted for stock splits, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Shares into a smaller number of sharesreverse splits, stock dividends and other dilutive events) that would otherwise be issuable based on the then existing Conversion Price.”

Conversion Price. Subject The “Conversion Price” shall be equal to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share 1.75 (the “Fixed Base Conversion Price”). Notwithstanding the foregoing, subject as such amount may be adjusted, from time to the written approval of Borrower (which approval will deemed to have been given if Borrower duly executes the affirmation on a Conversion Notice)time, 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: 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 percentage gross aggregate amount of securities sold of not less than 75%$10,000,000, multiplied by excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the lowest daily VWAP during principal purpose of raising capital; provided, that the period 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 twenty (20) consecutive Trading Days ending on (i) if 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic 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 Price”) and (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”)subject to Customary Adjustments. Notwithstanding the foregoing, the Alternate 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 pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in no event be less than $0.15 per Ordinary Shareequity including, which minimum amount without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall be subject not prohibit the Holder from seeking to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares enforce damages pursuant to any other Section hereof or combines its outstanding Ordinary Shares into a smaller number of shares.”under applicable law

Conversion Price. Subject to adjustment as set forth The conversion price in this Note, the price at which Lender has the right to convert all or effect on any portion Conversion Date shall be sixty percent (60%) of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share lowest traded price during the fifteen (15) Trading Days immediately prior to the applicable Conversion Date (the “Fixed Conversion Price”). Notwithstanding the foregoing, subject anything herein to the written approval contrary, at any time after the occurrence of Borrower (which approval will deemed to have been given if Borrower duly executes the affirmation on a Conversion Notice)any Event of Default, the price Holder may require the Company to, at which Lender has such Holder’s option and otherwise in accordance with the right to provisions for conversion herein, convert all or any portion part of this Note into Common Stock at the Conversion Price. Upon the occurrence of an Event of Default, without any further action on the part of the Outstanding Balance into Ordinary Shares Company or the Holder, the Conversion Price shall be calculated reduced to an amount equivalent to fifty percent (50%) of the lowest traded price during the fifteen (15) Trading Days immediately prior to the applicable Conversion Date. 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 Common Stock during such measuring period. Nothing herein shall limit a H▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the following formula: Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a percentage decree of specific performance and/or injunctive relief. The exercise of any such rights shall not less than 75%, multiplied by prohibit the lowest daily VWAP during the period of twenty (20) consecutive Trading Days ending on (i) if the Conversion Notice is delivered at Holder from seeking to enforce damages pursuant to any other Section hereof or before 4:00 p.m. Eastern Time on a Trading Day or under applicable law. If 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) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event as determined hereunder for any conversion would be less than $0.15 per Ordinary Sharethe par value of the Common Stock, which minimum 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 shall to be subject added to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater Conversion Amount to the extent necessary to cause the number of conversion shares or combines its outstanding Ordinary Shares into a smaller issuable upon such conversion to equal die same number of sharesconversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.”

Conversion Price. Subject The “Conversion Price” shall be equal to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share 0.10 (the “Fixed Base Conversion Price”). Notwithstanding the foregoing, subject as such amount may be adjusted, from time to the written approval of Borrower (which approval will deemed to have been given if Borrower duly executes the affirmation on a Conversion Notice)time, 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: 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 percentage gross aggregate amount of securities sold of not less than 75%$10,000,000, multiplied by excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the lowest daily VWAP during principal purpose of raising capital; provided, that the period 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 twenty (20) consecutive Trading Days ending on (i) if 25% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic 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 Price”) and (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”)subject to Customary Adjustments. Notwithstanding the foregoing, the Alternate 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 pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in no event be less than $0.15 per Ordinary Shareequity including, which minimum amount without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall be subject not prohibit the Holder from seeking to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares enforce damages pursuant to any other Section hereof or combines its outstanding Ordinary Shares into a smaller number of shares.”under applicable law

Conversion Price. Subject to adjustment as set forth in Upon any conversion of this Note, the price at which Lender has the right to convert all or any portion Conversion Price shall equal Fifty Percent (50%) of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share lowest Trading Price (defined below) during the “Fixed Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice ("Notice Shares") will be equal to the Conversion Amount divided by the Conversion Price”). Notwithstanding On the foregoingdate that a Conversion Notice is delivered to Holder, subject the Maker shall deliver an estimated number of shares ("Estimated Shares") to Holder's brokerage account equal 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 Amount divided by 50% of the Outstanding Balance into Ordinary Shares Market Price. "Market Price" shall be calculated pursuant to the following formula: a percentage of not less than 75%, multiplied by mean the lowest of the daily VWAP Trading Price for the Common Stock during the period of twenty (20) consecutive Trading Days Day period ending on the latest complete Trading Day prior to the Conversion Date. The "Valuation Period" shall mean twenty (i20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder's brokerage account, as reported by ▇▇▇▇▇▇ ("Valuation Start Date"). If at any time, one or multiple times, during the Valuation Period the number of Estimated Shares delivered to Holder is less than the Notice Shares, the Maker must immediately deliver enough shares equal to the difference. A Conversion Amount will not be considered fully converted until the end of the Valuation Period for that Conversion Amount. "Trading Price" means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the "OTCBB") as reported by a reliable reporting service ("Reporting Service") mutually acceptable to Maker and Holder (i.e. Bloomberg) or, 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 OTCBB is not a 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, the Trading Day immediately preceding the " shall mean any day the Conversion Notice is delivered, or (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice Common Stock is delivered (tradable for any period on the “Alternate Conversion Price” and OTCBB, or on the price applicable to a Conversion, whether principal securities exchange or other securities market on which the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event be less than $0.15 per Ordinary Share, which minimum amount shall be subject to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Shares into a smaller number of sharesCommon Stock is then being traded.”

Conversion Price. Subject (a) The per share "Conversion Price" for conversion of this Note into the Borrower's Common Stock shall be equal to adjustment the greater of: (i) the closing sale price of the Common Stock on the Trading Day (as set forth in defined below) immediately preceding the date of this Note; provided, however, that if, on the price at which Lender has 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 sell any shares of Common Stock or any option, warrant, instrument or right to convert all into, exchange for or any portion 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 Outstanding Balance into Ordinary Shares Common Stock during the Window on the principal securities exchange or market on which the Common Stock is $4.00 per Ordinary Share then traded as reported on Bloomberg Financial Markets; and (ii) 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 par value of the Outstanding Balance into Ordinary Shares shall be calculated pursuant to Common Stock on 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 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 before 4:00 p.m. Eastern Time on 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 Trading Day or at any time on a day that is not a Related Party during the Window. "Trading Day, the Trading Day immediately preceding the " shall mean any day the Conversion Notice is delivered, or (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice Common Stock is delivered 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 “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”"1934 Act")). Notwithstanding the foregoing, the Alternate The Conversion Price shall in no event be less than $0.15 per Ordinary Share, which minimum amount shall also be subject to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Sharesadjustments for stock splits, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Shares into a smaller number of shares.”stock dividends, combinations, recapitalization, reclassifications and similar events. The Artera and DMCI "Conversion

Conversion Price. Subject to adjustment as set forth The conversion price in this Note, the price at which Lender has the right to convert all or effect on any portion Conversion Date shall be sixty percent (60%) of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share lowest traded price during the fifteen (15) Trading Days immediately prior to the applicable Conversion Date (the “Fixed Conversion Price”). Notwithstanding the foregoing, subject anything herein to the written approval contrary, at any time after the occurrence of Borrower (which approval will deemed to have been given if Borrower duly executes the affirmation on a Conversion Notice)any Event of Default, the price Holder may require the Company to, at which Lender has such Holder’s option and otherwise in accordance with the right to provisions for conversion herein, convert all or any portion part of this Note into Common Stock at the Conversion Price. Upon the occurrence of any other Event of Default, without any further action on the part of the Outstanding Balance into Ordinary Shares Company or the Holder, the Conversion Price shall be calculated reduced to an amount equivalent to fifty percent (50%) of the lowest traded price during the fifteen (15) Trading Days immediately prior to the applicable Conversion Date. 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 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 following formula: Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a percentage decree of specific performance and/or injunctive relief. The exercise of any such rights shall not less than 75%, multiplied by prohibit the lowest daily VWAP during the period of twenty (20) consecutive Trading Days ending on (i) if the Conversion Notice is delivered at Holder from seeking to enforce damages pursuant to any other Section hereof or before 4:00 p.m. Eastern Time on a Trading Day or under applicable law. If 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) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event as determined hereunder for any conversion would be less than $0.15 per Ordinary Sharethe par value of the Common Stock, which minimum 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 shall to be subject added to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater Conversion Amount to the extent necessary to cause the number of conversion shares or combines its outstanding Ordinary Shares into a smaller issuable upon such conversion to equal the same number of sharesconversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.”

Conversion Price. Subject The “Conversion Price” shall be equal to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share 3.50 (the “Fixed Base Conversion Price”). Notwithstanding the foregoing, subject as such amount may be adjusted, from time to the written approval of Borrower (which approval will deemed to have been given if Borrower duly executes the affirmation on a Conversion Notice)time, 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: 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 percentage gross aggregate amount of securities sold of not less than 75%$5,000,000, multiplied by excluding any and all indebtedness under this Note that is converted into Next Round Securities, and with the lowest daily VWAP during principal purpose of raising capital; provided, that the period 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 twenty (20) consecutive Trading Days ending on (i) if 30% discount to the cash price per share paid by the other purchasers of Next Round Securities in the Qualified Financing (the “Automatic 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 Price”) and (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Base Conversion Price, the “Applicable Conversion Price”)subject to Customary Adjustments. Notwithstanding the foregoing, the Alternate 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 pursuant to Article 2 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in no event be less than $0.15 per Ordinary Shareequity including, which minimum amount without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall be subject not prohibit the Holder from seeking to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares enforce damages pursuant to any other Section hereof or combines its outstanding Ordinary Shares into a smaller number of shares.”under applicable law,

Conversion Price. Subject to adjustment as set forth in this Note, the The conversion price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share (the “Fixed 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). Notwithstanding The "Variable Conversion Price" shall mean sixty percent (60%) multiplied by the foregoingMarket Price (as defined herein); provided, subject 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 written approval of Holder or its Affiliates in connection with this Note or any other agreement between the Borrower (which approval will deemed to have been given if Borrower duly executes and the affirmation on a Conversion NoticeHolder), then the Variable Conversion Price shall be reduced to the Third-Party Conversion Price. “Market Price” means the lowest closing bid price at 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 Lender has the right 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 convert all trade on such exchange or market for less than 4.5 hours or any portion day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the 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 set forth herein shall be reduced an additional ten percent of the Outstanding Balance into Ordinary Shares lowest closing bid price in the fifty Trading Days prior to the applicable Conversion Date for each Public Information Failure. If the 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 calculated a Public Information Failure which is cured and then repeated once, the Conversion Price shall be reduced an additional twenty percent of the average closing bid price in the fifty Trading Days prior to the applicable Conversion Date. The Conversion Price may be adjusted pursuant to the following formula: a percentage other terms 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) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event be less than $0.15 per Ordinary Share, which minimum amount shall be subject to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Shares into a smaller number of sharesthis Note.”

Conversion Price. Subject The conversion price in effect on any Conversion Date shall be equal to $0.92 per share, subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share herein (the “Fixed Conversion Price”). Notwithstanding In addition, on each Trigger Date, the foregoingConversion Price shall be reduced, and only reduced, to the lesser of (x) the then Conversion Price, as adjusted and taking into consideration any prior resets, or (y) the average of the two lowest VWAPs during the 10 Trading Days immediately prior to each such Trigger Date (the “Reset Conversion Price”, which shall thereafter be the new Conversion Price, subject to further adjustment hereunder, and each such 10 Trading Day period shall be referred to herein as a “Measurement Period”). The Company shall notify each Holder of the written approval applicable adjustment to the Conversion Price as of Borrower such date (which approval will deemed a “Trigger Date Adjustment Notice”). For purposes of clarification, whether or not the Company provides a Trigger Date Adjustment Notice pursuant to have been given if Borrower duly executes the affirmation on a Conversion Noticethis Section 4(b), Holder shall receive a number of Conversion Shares based upon the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares shall be calculated Conversion Price as adjusted pursuant to this Section, regardless of whether a Holder accurately refers to such price in any Notice of Conversion. For clarity and avoidance of doubt, the 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 Holder is not subject to any trading restrictions during a Trading Day, the Trading Day immediately preceding the day the Conversion Notice is delivered, or (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”)Measurement Period. Notwithstanding the foregoing, the Alternate Conversion Price shall in no event shall the Reset Conversion Price be reduced pursuant to this Section 4(b) or Section 5(b) below to less than $0.15 0.20 per Ordinary Shareshare, which minimum amount shall be subject to equitable adjustment for reverse stock splits and the like (the “Minimum Conversion Price”) and in no event shall the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Conversion Shares into a smaller issuable hereunder exceed the principal amount of this Debenture divided by the Minimum Conversion Price. For purposes of clarification, in no event shall the number of Conversion Shares issuable pursuant to Conversion of this Debenture exceed 5,000,000 shares, subject to adjustment for reverse stock splits and the like.”

Conversion Price. Subject 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. The "Conversion Price" shall be equal to the lesser of (i) $0.50, or (ii) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading 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 day that the election is made, the Volume Weighted Average Price per share of the Company's Common Stock is below $0.08 (the "Floor Price"), subject to adjustment as set forth in this NoteSection 3.1(c), the price Company shall have the right, within two (2) Business Days after the Company's receipt of such Conversion Notice, to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at which Lender has 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 convert all or any prepay such portion of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share (Debenture in lieu of honoring the “Fixed Conversion Price”)Notice and shall issue to Holder the applicable Common Stock Issued at Conversion set forth in the Conversion Notice under the terms of this Debenture. Notwithstanding In the foregoingevent that the Company elects to prepay that portion of the Debenture, subject to the written approval of Borrower (which approval will deemed to Holder shall 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 withdraw its Conversion Notice. Adjustments 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) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Floor Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event be less than $0.15 per Ordinary Share, which minimum amount shall be subject to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Shares into a smaller number of shares.”

Conversion Price. Subject The conversion price in effect on any Conversion Date shall be equal to 50% of the lowest traded price of the Common Stock for the twenty Trading Days prior to such Conversion Date subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share herein (the “Fixed Conversion Price”). The Conversion Price 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. Notwithstanding the foregoing, subject anything herein to the written approval contrary, at any time after the occurrence of Borrower (which approval will deemed to have been given if Borrower duly executes any Event of Default the affirmation on a Conversion Notice)Holder may, at such Holder’s option and otherwise in accordance with the price at which Lender has the right to 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 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. 2. R▇▇▇▇ ▇▇▇▇▇▇ and V▇▇▇▇▇ ▇▇▇▇▇ shall have entered into a Stock Pledge Agreement in favor of Bezalel Partners LLC in the form of Stock Pledge Agreement attached hereto as Exhibit A. 3. The 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 Outstanding Balance 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 Ordinary Shares this Amendment. 5. This Amendment shall be calculated pursuant deemed part of, but shall take precedence over and supersede any provisions 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) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event be less than $0.15 per Ordinary Share, which minimum amount shall be subject to equitable adjustment contrary contained in the event Borrower issues a dividend payable Convertible Debentures. All initial capitalized terms used in Ordinary Sharesthis Amendment shall have the same meaning as set forth in the Convertible Debentures unless otherwise provided. Except as specifically modified hereby, subdivides its outstanding Ordinary Shares into a greater number all of shares or combines its outstanding Ordinary Shares into a smaller number the provisions of sharesthe Convertible Debentures which are not in conflict with the terms of this Amendment shall remain in full force and effect.”

Conversion Price. Subject The conversion price for each conversion shall be equal to adjustment the lesser of (i) $.1625 or (ii) 80% of the lowest Volume Weighted Average Price (“VWAP”) the lowest Volume Weighted Average Price (“VWAP”) during the previous ten (10) Trading Day period ending on the Trading Day prior to the Conversion Date (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, 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 Lender 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 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 portion 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 “Dilutive Price”) then in effect, provided, however, that Holder shall have the sole discretion in deciding whether to utilize such Dilutive Price instead of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share (Conversion Price otherwise in effect at 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 time of the Outstanding Balance into Ordinary Shares respective conversion. Holder shall be calculated pursuant entitled to deduct one thousand nine hundred dollars from the following formula: a percentage conversion amount in each Notice of not less than 75%, multiplied by the lowest daily VWAP during the period Conversion to cover Holder’s deposit fees associated with each Notice 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 Conversion. If 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) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event as determined hereunder for any conversion would be less than $0.15 per Ordinary Sharethe par value of the Common Stock, which minimum 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 shall to be subject added to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater Conversion Amount to the extent necessary to cause the number of conversion shares or combines its outstanding Ordinary Shares into a smaller issuable upon such conversion to equal the same number of sharesconversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.”

Conversion Price. Subject to adjustment as set forth in The Holder of this NoteDebenture is entitled, at its option, at any time after the price at which Lender has the right 6 month anniversary of this Debenture, to convert all or any portion amount of the Outstanding Balance principal face amount and/or accrued but unpaid interest of this Debenture then outstanding into Ordinary Shares is $4.00 per Ordinary Share shares of the Company’s Class A common stock (the “Fixed Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 60% (representing a 40% discount) of the lowest traded price of the Common Stock as reported on OTC Markets or exchange which the Company’s shares are traded or any quotation service or exchange upon which the Common Stock may be traded in the future (“Exchange”), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern). Notwithstanding the foregoing, subject anything herein to the written approval contrary, at any time after the occurrence of Borrower (which approval will deemed to have been given if Borrower duly executes any Event of Default the affirmation on a Conversion Notice)Holder may require the Company to, at such Holder’s option and otherwise in accordance with the price at which Lender has the right to provisions for conversion herein, convert all or any portion part of this Debenture into Common Stock at the Outstanding Balance into Ordinary Shares 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 be calculated limit a ▇▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default 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) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” Section 6 hereof and the price 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 to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event be less than $0.15 per Ordinary Share, which minimum amount shall be subject to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Shares into a smaller number of shareslaw.”

Conversion Price. Subject On the issue date hereof and until such time as an adjustment shall occur, the Conversion price shall be $1.50 PER SHARE; provided, however, that the Conversion Price shall be subject to adjustment at the times, and in accordance with the provisions, as set forth follows: (i) Adjustment for Issuance of Shares at less than the Conversion Price: If and whenever any Additional Common Stock shares shall be issued by Topro, Inc. (the "Stock Issue Date") for a consideration per share less than the Conversion Price, then in this Noteeach such case the initial Conversion Price shall be reduced to a new Conversion Price in an amount equal to the consideration per share received by the Topro, Inc. for the additional shares of Common Stock then issued and the number of shares issuable to Holder upon conversion shall be proportionately increased; and, in the case of shares issued without consideration, the price at which Lender has 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 the right to convert all or any portion of the Outstanding Balance Debenture into Ordinary Shares is $4.00 per Ordinary Share (the “Fixed Conversion Price”). Notwithstanding the foregoing, subject shares equal in amount to the written approval same percentage interest in the Common Stock of Borrower (which approval will deemed to have been given if Borrower duly executes Topro, Inc. as existed for 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 Holder immediately preceding the day Stock Issue Date. The provisions of this Section 6 shall not apply to issuances of the first 40,000 shares of Additional Common Stock that are sold or granted for less than the Conversion Notice is delivered, or (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event be less than $0.15 per Ordinary Share, which minimum amount The above adjustment provision shall be subject to equitable Topro, Inc.'s right to redeem the Debenture at 120% of par, or a higher price if by effect of this Debenture a higher price is then applicable, within 20 days after the Borrower's issuance of additional shares at less than the Conversion Price; however, the Topro, Inc. right to redeem is subject to the holder's right to waive said adjustment and refuse redemption. Notice provisions for redemption found in Section 5(c) above shall apply to the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Shares into a smaller number of sharesredemption right granted above.”

Conversion Price. Subject The conversion price in effect on any Conversion Date that is a voluntary conversion by the Holder shall be equal to adjustment as set forth in this Note, the price at which Lender has lesser of (i) $0.78 per share or the right to convert all or any portion ten-day trailing VWAP of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share shares of Common Stock on such date (the “Fixed VWAP Price”) less a twenty percent (20%) discount to such VWAP Price, but in no event less than $0.25 per share (the “Conversion Price”). Notwithstanding In addition, all principal and outstanding interest under the foregoing, subject Convertible Note will automatically convert to the written approval Company’s common stock upon (i) the consummation of Borrower a single public offering of securities in which the Company receives net proceeds (which approval will deemed to have been given if Borrower duly executes the affirmation on net of underwriters’ discounts and selling commissions) of at least $25 million (a Conversion Notice“Qualified Public Offering”), in which case the conversion price shall be the price at which Lender has the right Common Stock is sold to convert all the public, provided, however, that no underwriters’ discounts or any portion of the Outstanding Balance into Ordinary Shares selling commissions shall be calculated pursuant to imposed on such conversion, (ii) the following formula: consummation of a percentage private or public offering of not less than 75%, multiplied by the lowest daily VWAP during the period shares 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 Common Stock that is not a Trading DayQualified Public Offering but that results in the net proceeds (net of underwriters’ discounts and selling commissions) to the Company of at least $5 million (a “Non-Qualified Offering”), in which case the Trading Day immediately preceding conversion price shall be the day the Conversion Notice price at which Common Stock is delivered, sold in such Non-Qualified Offering less a twenty-five percent (25%) discount or (iiiii) if December 31, 2024, in which case the Conversion Notice is delivered after 4:00 p.m. Eastern Time on conversion price shall be the VWAP Price less a Trading Day, the Trading Day on which the Conversion Notice is delivered twenty-five percent (the “Alternate Conversion 25%) discount to such VWAP Price” . Nothing herein shall limit a ▇▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default pursuant to Section 7 hereof and the price 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 to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event be less than $0.15 per Ordinary Share, which minimum amount shall be subject to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Shares into a smaller number of shareslaw.”

Conversion Price. Subject to adjustment as set forth in this Notethe adjustments described herein, the price at which Lender has Conversion Price shall equal the right Variable Conversion Price (as defined herein) (subject to convert all equitable adjustments for stock splits, stock dividends or rights offerings by BYOC relating to BYOC’s securities or the securities of any portion subsidiary of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share (the BYOC, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Fixed Variable 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%, mean 90% multiplied by the Market Price (as defined herein) (representing a discount rate of 10%). “Market Price” means the lowest daily VWAP closing bid price for BYOC’s common stock during the period of twenty (20) consecutive Trading Days Day period ending on (i) if the latest complete Trading Day prior to the Conversion Notice is delivered at or before 4:00 p.m. Eastern Time on a Date. “Trading Day or at Price” means, for any time on a day that is not a Trading Daysecurity as of any date, the Trading Day immediately preceding lowest closing bid price on the day the Conversion Notice is delivered, or (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered Over-the-Counter Bulletin Board (the “Alternate Conversion PriceOTCBB”), OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”) or, if the OTCBB is not the principal trading market for such security, 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 of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” and by the price applicable to a ConversionNational Quotation Bureau, whether Inc. To the Fixed extent the Conversion Price or of BYOC’s common stock closes below the Alternate Conversion Pricepar value per share, BYOC will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. BYOC agrees to honor all conversions submitted pending this adjustment. Furthermore, the “Applicable Conversion Price”). Notwithstanding Price may be adjusted downward if, within three (3) business days of the foregoingtransmittal of the Notice of Conversion to BYOC, the Alternate Conversion Price shall in no event be less common stock of BYOC has a closing bid which is 5% or lower than $0.15 per Ordinary Share, which minimum amount shall be subject to equitable adjustment that set forth in the event Borrower issues 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 may be rescinded. If in the case that BYOC’s commons stock is not deliverable by DWAC (including if the BYOC’s transfer agent has a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number 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 “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 1934 Act or combines its outstanding Ordinary Shares into a smaller number of shares.”if the Series A Preferred Units

Conversion Price. Subject The conversion price for each conversion shall be equal to adjustment the lesser of (i) .22 or (ii) 80% of the average of the 5 lowest trading prices of the common stock during the previous twenty (20) Trading Day period ending on the Trading Day prior to the Conversion Date (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, 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 Lender 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 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 portion 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 “Dilutive Price”) then in effect, provided, however, that Holder shall have the sole discretion in deciding whether to utilize such Dilutive Price instead of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share (Conversion Price otherwise in effect at 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 time of the Outstanding Balance into Ordinary Shares respective conversion. Holder shall be calculated pursuant entitled to deduct one thousand nine hundred dollars from the following formula: a percentage conversion amount in each Notice of not less than 75%, multiplied by the lowest daily VWAP during the period Conversion to cover Holder’s deposit fees associated with each Notice 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 Conversion. If 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) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event as determined hereunder for any conversion would be less than $0.15 per Ordinary Sharethe par value of the Common Stock, which minimum 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 shall to be subject added to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater Conversion Amount to the extent necessary to cause the number of conversion shares or combines its outstanding Ordinary Shares into a smaller issuable upon such conversion to equal the same number of sharesconversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price.”

Conversion Price. Subject The conversion price in effect on any Conversion Date, subject to adjustment herein, shall be equal to 65% of the lowest closing price for the Company’s Common Stock on the Trading Market for the 20 Trading Days prior to the conversion; provided that or 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 over-the-counter market operated by OTC Markets Group, Inc., then 65% of the 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 set forth provided in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share (the “Fixed Conversion Price”)Section 5. Notwithstanding the foregoing, subject to at any time after the written approval occurrence of Borrower (which approval will deemed to have been given if Borrower duly executes any Event of Default the affirmation on a Conversion Notice)Holder may, at such Holder’s option and otherwise in accordance with the price at which Lender has the right to provisions for conversion herein, convert all or any portion part of this Debenture into Common Stock at the Outstanding Balance into Ordinary Shares Default Conversion Price. Nothing herein shall be calculated limit a ▇▇▇▇▇▇’s right to pursue actual damages or declare an Event of Default 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) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” Section 6 hereof and the price 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 to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”). Notwithstanding the foregoing, the Alternate Conversion Price shall in no event be less than $0.15 per Ordinary Share, which minimum amount shall be subject to equitable adjustment in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Shares into a smaller number of shareslaw.”

Conversion Price. Subject The conversion price in effect on any Conversion Date shall be equal to $0.50 per share, subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares is $4.00 per Ordinary Share herein (the “Fixed Conversion Price”). Notwithstanding In addition, on each Trigger Date, the foregoingConversion Price shall be reduced, and only reduced, to the lesser of (x) the then Conversion Price, as adjusted and taking into consideration any prior resets, or (y) the average of the two lowest VWAPs during the 10 Trading Days immediately prior to each such Trigger Date (the “Reset Conversion Price”, which shall thereafter be the new Conversion Price, subject to further adjustment hereunder, and each such 10 Trading Day period shall be referred to herein as a “Measurement Period”). The Company shall notify each Holder of the written approval applicable adjustment to the Conversion Price as of Borrower such date (which approval will deemed a “Trigger Date Adjustment Notice”). For purposes of clarification, whether or not the Company provides a Trigger Date Adjustment Notice pursuant to have been given if Borrower duly executes the affirmation on a Conversion Noticethis Section 4(b), Holder shall receive a number of Conversion Shares based upon the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares shall be calculated Conversion Price as adjusted pursuant to this Section, regardless of whether a Holder accurately refers to such price in any Notice of Conversion. For clarity and avoidance of doubt, the 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 Holder is not subject to any trading restrictions during a Trading Day, the Trading Day immediately preceding the day the Conversion Notice is delivered, or (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice is delivered (the “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”)Measurement Period. Notwithstanding the foregoing, the Alternate Conversion Price shall in no event shall the Reset Conversion Price be reduced pursuant to this Section 4(b) or Section 5(b) below to less than $0.15 0.25 per Ordinary Shareshare, which minimum amount shall be subject to equitable adjustment for reverse stock splits and the like (the “Minimum Conversion Price”) and in no event shall the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Conversion Shares into a smaller issuable hereunder exceed the principal amount of this Debenture divided by the Minimum Conversion Price. For purposes of clarification, in no event shall the number of Conversion Shares issuable pursuant to Conversion of this Debenture exceed [___________] shares, subject to adjustment for reverse stock splits and the like.”

Conversion Price. Subject (a) The per share "Conversion Price" for conversion of this Note into the Borrower's Common Stock shall be equal to adjustment the greater of: (i) the closing sale price of the Common Stock on the Trading Day (as set forth in defined below) immediately preceding the date of this Note; provided, however, that if, on the price at which Lender has 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 sell any shares of Common Stock or any option, warrant, instrument or right to convert all into, exchange for or any portion 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 Outstanding Balance into Ordinary Shares Common Stock during the Window on the principal securities exchange or market on which the Common Stock is $4.00 per Ordinary Share then traded as reported on Bloomberg Financial Markets; and (ii) 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 par value of the Outstanding Balance into Ordinary Shares shall be calculated pursuant to Common Stock on 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 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 before 4:00 p.m. Eastern Time on 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 Trading Day or at any time on a day that is not a Related Party during the Window. "Trading Day, the Trading Day immediately preceding the " shall mean any day the Conversion Notice is delivered, or (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice Common Stock is delivered 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 “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”"1934 Act")). Notwithstanding the foregoing, the Alternate The Conversion Price shall in no event also be less than $0.15 per Ordinary Sharesubject to equitable adjustments for stock splits, which minimum amount 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 equitable adjustment as provided in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Shares into a smaller number of sharesSection 2.2(b) hereof.”

Conversion Price. Subject (a) The per share "Conversion Price" for conversion of this Note into the Borrower's Common Stock shall be equal to adjustment the closing sale price of the Common Stock on the Trading Day (as set forth in defined below) immediately preceding the date of this Note; provided, however, that if, on the price at which Lender has 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 sell any shares of Common Stock or any option, warrant, instrument or right to convert all into, exchange for or any portion 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 Outstanding Balance into Ordinary Shares Common Stock during the Window on the principal securities exchange or market on which the Common Stock is $4.00 per Ordinary Share (then traded as reported on Bloomberg Financial Markets. If any closing sale price of the “Fixed Conversion Price”). Notwithstanding Common Stock during the foregoing, subject to Window is lower than the written approval price specified at the beginning of Borrower (which approval will deemed to have been given if Borrower duly executes the affirmation on a Conversion Noticethis Section 2.2(a), the price at which Lender has 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 all into, exchange for 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 acquire Common Stock made by the lowest daily VWAP Holder or a Related Party 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 Window. "Trading Day, the Trading Day immediately preceding the " shall mean any day the Conversion Notice is delivered, or (ii) if the Conversion Notice is delivered after 4:00 p.m. Eastern Time on a Trading Day, the Trading Day on which the Conversion Notice Common Stock is delivered 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 “Alternate Conversion Price” and the price applicable to a Conversion, whether the Fixed Conversion Price or the Alternate Conversion Price, the “Applicable Conversion Price”"1934 Act")). Notwithstanding the foregoing, the Alternate The Conversion Price shall in no event also be less than $0.15 per Ordinary Sharesubject to equitable adjustments for stock splits, which minimum amount 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 equitable adjustment as provided in the event Borrower issues a dividend payable in Ordinary Shares, subdivides its outstanding Ordinary Shares into a greater number of shares or combines its outstanding Ordinary Shares into a smaller number of sharesSection 2.2(b) hereof.”